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Home My WebLink AboutCity Council - 2013-20 RESOLUTION NO. 2013-20 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH ACTING AS THE LEGISLATIVE BODY OF THE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1 (McDONNELL CENTRE BUSINESS PARK) AUTHORIZING THE ISSUANCE OF ITS IMPROVEMENT AREA A 2013 SPECIAL TAX REFUNDING BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $5,500,000 AND APPROVING CERTAIN DOCUMENTS AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the City Council (the "City Council") of the City of Huntington Beach, California (hereinafter sometimes referred to as the "legislative body of the District"), has heretofore undertaken proceedings and declared the necessity to issue bonds on behalf of Improvement Area A ("Improvement Area A") of the City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) (the "District") pursuant to the terms and provisions of the Mello- Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5, of the Government Code of the State of California (the "Act"), and the provisions of Chapter 3.56 (commencing with Section 3.56.010) of the Municipal Code of the City(the "Municipal Code"); and Pursuant to proceedings taken and an election held on June 3, 2002, to authorize the issuance of bonds of the District on behalf of Improvement Area A, the levy of special taxes within Improvement Area A and the establishment of an appropriations limit for the District, the District was authorized to issue bonds on behalf of Improvement Area A in one or more series, pursuant to the Act; and The District has previously issued its Improvement Area A of the City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) Special Tax Bonds, Series 2002-A (the "Refunded Bonds") in the aggregate principal amount of$4,900,000 (the "Prior Bonds") to refund its City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) Special Tax Bonds, Series 2002-A (the "Prior Bonds"), which were issued to finance certain infrastructure improvements within the District; and The City Council, acting as the legislative body of the District, now desires to refund the Prior Bonds through the issuance of bonds in an aggregate principal amount not to exceed $5,500,000 designated as the "City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) 2013 Special Tax Refunding Bonds" (the"2013 Bonds"); and In order to effect the issuance of the 2013 Bonds, the City Council, acting as the legislative body of the District, desires to enter into a Bond Indenture, dated as of July 1, 2013 (the "Bond Indenture"), with The Bank of New York Mellon Trust Company, N.A., as Trustee, and an Escrow Agreement with The Bank of New York Mellon Trust Company, N.A., as Escrow Bank(the "Escrow Agreement") in substantially the forms presented herewith; and 13-3774/97065 1 Resolution No. 2013-20 The legislative body of the District has determined in accordance with Government Code Section 53360.4 that a negotiated sale of the Bonds to Stifel, Nicolaus & Company, Incorporated, as underwriter (the "Underwriter") in accordance with the terms of the Bond Purchase Agreement (defined below) approved as to form by this City Council herein will result in a lower overall cost to the District than a public sale; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH, ACTING AS THE LEGISLATIVE BODY OF THE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1, DOES HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS: Section 1. Each of the above recitals is true and correct. Section 2. The issuance of the 2013 Bonds in a principal amount not to exceed $5,500,000 is hereby authorized pursuant to the Act with the exact principal amount to be determined by the officer signing the Bond Purchase Agreement in accordance with Section 7 below. The 2013 Bonds shall mature on the dates and pay interest at the rates set forth in the Bond Purchase Agreement to be executed on behalf of the District in accordance with Section 7 hereof and otherwise shall be substantially in the form set forth in the Bond indenture (herein the `Bond Indenture") on file with the City Clerk and made a part hereof. All other provisions of the 2013 Bonds shall be governed by the terms and conditions set forth in the Bond Indenture prepared by Bond Counsel for the District and executed by the Mayor, City Manager or Director of Finance, or their written designees, which Bond Indenture shall be substantially in the form presented to the City Council, with such additions thereto and changes therein as are recommended or approved by Bond Counsel for the District and the officers executing the same, with such approval to be conclusively evidenced by the execution and delivery of the Bond Indenture. Capitalized terms used in this Resolution which are not defined herein have the meaning ascribed to them in the form of the Bond Indenture. In satisfaction of the requirements contained in Section 53363.2 of the Act, the legislative body of the District hereby determines that: (1) it is anticipated that the purchase of the 2013 Bonds will occur on or about June 26, 2013, (2)the 2013 Bonds shall be dated their date of issuance, and be in the denominations, have the maturity dates (which do not exceed the latest maturity date of the Prior Bonds being refunded), and be payable at the place and be in the form specified in the Bond Indenture, (3)the aggregate principal amount of 2013 Bonds shall not exceed $5,500,000, (4) the 2013 Bonds shall not have a final maturity date later than September 1, 2032, (5) the issuance of the 2013 Bonds shall not result in a true interest cost for the 2013 Bonds in excess of 5.0%, (6)the Underwriter's discount for the 2013 Bonds shall not exceed 1.5% of the aggregate principal amount thereof, and (7)the designated cost of issuing the 2013 Bonds being used to refund the Prior Bonds, as defined by Section 53363.8 of the Act, shall include all of the costs specified in Section 53363.8(a), (b)(2) and (c). In satisfaction of the requirements contained in Section 53364.2 of the Act, the legislative body of the District hereby determines that any savings achieved through the issuance of the 2013 Bonds shall be used to finance further facilities authorized to be financed by the District with any amount in excess of the costs of the further facilities to be financed, as determined in the sole discretion of the Director of Finance, or her designees, being used to reduce special taxes of the District, and such reductions shall be made in accordance with the Act. 2 13-3774/97065 Resolution -No. 2013-20 Section 3. The 2013 Bonds shall be executed on behalf of the District by the manual or facsimile signature of the Mayor acting on behalf of the District, and attested with the manual or facsimile signature of the City Clerk. Section 4. In accordance with the requirements of Section 53345.8(c) of the Act and the Municipal Code, the legislative body of the District hereby determines the Fiscal Year 2012-13 assessed value of the real property in the District subject to the special tax to pay debt service on the 2013 Bonds ($66,389,397) is at least three times the maximum principal amount of the 2013 Bonds and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act or a special assessment levied on property within the District($5,500,000). Section 5. The proceeds of the 2013 Bonds and the Special Taxes may be invested in any of the Authorized Investments of the type described in the Bond Indenture. Section 6. The covenants set forth in the Bond Indenture to be executed in accordance with Section 2 above are hereby approved, shall be deemed to be covenants of the City Council in its capacity as the legislative body of the District and shall be complied with by the District and its officers. The Bond Indenture shall act as a bond indenture and constitute a contract between the District and the Owners of the 2013 Bonds. Section 7. The Bank of New York Mellon Trust Company,N.A. is hereby appointed to act as Trustee, Registrar and Transfer Agent for the 2013 Bonds and as Escrow Bank under the Escrow Agreement. Willdan Financial Services ("Willdan") is hereby appointed to act as the Dissemination Agent under the Continuing Disclosure Agreement. The Mayor, City Manager, Assistant City Manager or the Director of Finance, or their written designees (collectively, the "Authorized Officers"), are hereby authorized to enter into an agreement with the Trustee and Willdan to provide such services to the District. The forms of the Continuing Disclosure Agreement, the Bond Purchase Agreement, the Escrow Agreement and the Official Statement presented at this meeting are hereby approved and each of the Authorized Officers is hereby authorized and directed to execute the Bond Purchase Agreement, the Continuing Disclosure Agreement, the Escrow Agreement and the Official Statement in substantially the form hereby approved, with such additions thereto and changes therein as are recommended or approved by Bond Counsel for the District and the officers executing the same, with such approval to be conclusively evidenced by the execution and delivery of such documents; provided, however, that the Bond Purchase Agreement shall be signed only if the interest rate on the 2013 Bonds is such that the principal and total interest cost to maturity on the 2013 Bonds is less than the principal and total interest cost to maturity on the Prior Bonds and the last maturity date of the 2013 Bonds is not later than the last maturity date of the Prior Bonds. The Underwriter is hereby authorized to distribute the Official Statement (in both preliminary and final forms) to prospective purchasers, and the Director of Finance, or her written designee, is hereby authorized to certify to the Underwriter prior to the distribution of the Official Statement in preliminary form that such Official Statement is deemed final by the District within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. 3 13-3774/97065 Resolution NO. 2013-20 Section 8. The Authorized Officers are authorized to contract for all services necessary to effect the issuance of the 201r3 Bonds. Such services shall include, but not be limited to, printing the 2013 Bonds, the Preliminary Official Statement and the final Official Statement, obtaining legal services, Trustee services and any other services deemed appropriate as set forth in a certificate of the Director of Finance, or her written designee. The Authorized Officers are authorized to pay for the cost of such services, together with other Costs of Issuance, with 2013 Bond proceeds deposited to the Costs of Issuance Fund established pursuant to the Bond Indenture. Section 9. All actions heretofore taken by officers and agents of the District and the City of Huntington Beach with respect to the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the Authorized Officers and the other officers of the City of Huntington Beach and the District responsible for the fiscal affairs of the District are hereby authorized and directed to take any actions and execute and deliver any and all documents as are necessary to accomplish the issuance, sale and delivery of the Bonds in accordance with the provisions of this Resolution and the fulfillment of the purposes of the Bonds as described in the Bond Indenture. Any document authorized herein to be signed by the Clerk of the legislative body of the District may be signed by a duly appointed deputy clerk. PASSED AND ADOPTED By the City Council of the City of Huntington Beach at a regular meeting thereof held on the 3rd day of June, 2013. a74s 44�M� Mayor REVIEWED AND APPROVED: APPROVED AS TO FORM: City MjVajerl �Attor ()1✓ INITIATED AND APPROVED: 6�' 4-0"ttt Exhibits to Include: Director of Finance Bond Indenture Escrow ,Agreement Preliminary Official Statement Bond Purchase Agreement 4 13-3774/97065 Resolution No. 2013-20 Exhibits Community Facilities District No. 2002-1 (McDonnell Centre Business Park) • Bond Indenture • Escrow Agreement • Preliminary Official Statement • Bond Purchase Agreement Stradling Yocca Carlson &Rauth Draft Dated May 20, 2013 BOND INDENTURE Between CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1 (McDONNELL CENTRE BUSINESS PARK) and THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., as Trustee Relating To IMPROVEMENT AREA A OF THE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1 (McDONNELL CENTRE BUSINESS PARK) 2013 SPECIAL TAX REFUNDING BONDS Dated as of 1,2013 DOCSOC/1615553v4/022273-0006 Table of Contents Page ARTICLE I DEFINITIONS Section1.1 Definitions.....................................................................................................................2 ARTICLE 11 GENERAL AUTHORIZATION AND BOND TERMS Section 2.1 Amount, Issuance, Purpose and Nature of Bonds.........................................................8 Section 2.2 Type and Nature of Bonds............................................................................................8 Section 2.3 Equality of Bonds and Pledge of Net Taxes.................................................................9 Section 2.4 Description of Bonds; Interest Rates ............................................................................9 Section 2.5 Place and Form of Payment........................................................................................ 10 Section2.6 Form of Bonds ............................................................................................................ 10 Section 2.7 Execution and Authentication..................................................................................... 11 Section2.8 Bond Register.............................................................................................................. I I Section 2.9 Registration of Exchange or Transfer......................................................................... 1 I Section 2.10 Mutilated, Lost, Destroyed or Stolen Bonds...............................................................12 Section2.11 Validity of Bonds........................................................................................................ 12 Section 2.12 Book-Entry System..................................................................................................... 12 ARTICLE III CREATION OF FUNDS AND APPLICATION OF PROCEEDS AND NET TAXES Section3.1 Creation of Funds........................................................................................................14 Section 3.2 Disposition of Bond Proceeds..................................................................................... 14 Section 3.3 Deposits to and Disbursements from Special Tax Fund............................................. 15 Section 3.4 Administration Fund...................................................................................................15 Section 3.5 Debt Service Account of the Special Tax Fund.......................................................... 15 Section 3.6 Redemption Account of the Special Tax Fund...........................................................16 Section 3.7 Reserve Account of the Special Tax Fund.................................................................. 16 Section3.8 Rebate Fund................................................................................................................17 Section 3.9 Costs of Issuance Fund ...............................................................................................18 Section3.10 Surplus Fund............................................................................................................... 18 Section3.11 Investments................................................................................................................. 19 ARTICLE IV REDEMPTION OF BONDS Section 4.1 Redemption of Bonds .................................................................................................21 Section 4.2 Selection of Bonds for Redemption............................................................................22 Section 4.3 Notice of Redemption.................................................................................................22 Section 4.4 Partial Redemption of Bonds......................................................................................23 Section 4.5 Effect of Notice and Availability of Redemption Money...........................................23 i DOCSOC/1615553v4/022273-0006 Table of Contents (continued) Page ARTICLE V COVENANTS AND WARRANTY Section5.1 Warranty .....................................................................................................................24 Section5.2 Covenants....................................................................................................................24 ARTICLE VI AMENDMENTS TO INDENTURE Section 6.1 Supplemental Indentures or Orders Not Requiring Bondowner Consent...................28 Section 6.2 Supplemental Indentures or Orders Requiring Bondowner Consent..........................28 Section 6.3 Notation of Bonds; Delivery of Amended Bonds.......................................................29 ARTICLE VII TRUSTEE Section7.1 Trustee.........................................................................................................................30 Section 7.2 Removal of Trustee.....................................................................................................30 Section 7.3 Resignation of Trustee................................................................................................31 Section 7.4 Liability of Trustee .....................................................................................................31 Section 7.5 Merger or Consolidation.............................................................................................32 ARTICLE VIII EVENTS OF DEFAULT; REMEDIES Section 8.1 Events of Default........................................................................................................32 Section 8.2 Remedies of Owners...................................................................................................32 ARTICLE IX DEFEASANCE Section9.1 Defeasance..................................................................................................................33 ARTICLE X MISCELLANEOUS Section 10.l Cancellation of Bonds.................................................................................................35 Section 10.2 Execution of Documents and Proof of Ownership.....................................................35 Section 10.3 Unclaimed Moneys.....................................................................................................35 Section 10.4 Provisions Constitute Contract....................................................................................36 Section 10.5 Future Contracts..........................................................................................................36 Section 10.6 Further Assurances......................................................................................................36 Section10.7 Severability.................................................................................................................36 Section10.8 Notices........................................................................................................................36 ii DOC SOC/161555 3v4/022273-0006 Table of Contents (continued) Page Section 10.9 Action on Next Business Day.....................................................................................37 EXHIBITA FORM OF BOND.....................................................................................................A-1 EXHIBIT B FORM OF REQUISITION FOR DISBURSEMENT OF COSTS OF ISSUANCE...............................................................................................................B-1 DOCSOC/1615553v4/022273-0006 BONDINDENTURE THIS BOND INDENTURE ("Indenture") dated as of 1, 2013, by and between the City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) (the "District")and The Bank of New York Mellon Trust Company, N.A., as Trustee (the "Trustee"), governs the terms of the Improvement Area A of the City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) 2013 Special Tax Refunding Bonds(the "Bonds") issued in accordance herewith. RECITALS: WHEREAS, the City Council of the City of Huntington Beach, California (hereinafter sometimes referred to as the "legislative body of the District"), has heretofore undertaken proceedings and declared the necessity to issue bonds on behalf of the District pursuant to the terms and pursuant to the provisions of Chapter 3.56 (commencing with Section 3.56.010) of the Municipal Code of the City (the"Municipal Code") and the provisions of the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the California Government Code(the"Act"); and WHEREAS, the District has previously issued its Improvement Area A of the City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) Special Tax Bonds, Series 2002-A (the "Refunded Bonds") in the aggregate principal amount of $4,900,000 pursuant to that certain Fiscal Agent Agreement by and between the District and BNY Western Trust Company, as fiscal agent (the "Prior Fiscal Agent"), dated as of June 1, 2002 (the "Prior Fiscal Agent Agreement"), and the Refunded Bonds are the only bonds of the District outstanding; and WHEREAS, the Refunded Bonds were issued by the District to finance certain infrastructure improvements within Improvement Area A of the District("Improvement Area A"); and WHEREAS, the legislative body of the District intends to accomplish the refunding of the Refunded Bonds through the issuance of bonds in an aggregate principal amount of $ designated as the "Improvement Area A of the City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) 2013 Special Tax Refunding Bonds" (the "Bonds") and to fund a deposit to the Reserve Account and pay certain costs related to the issuance of the Bonds; and WHEREAS, the District has determined that the issuance of the Bonds will provide significant public benefits by reducing the total amount of Special Taxes to be levied for debt service on indebtedness of the District; and WHEREAS, the Bonds are to be issued and sold in accordance with Resolution No. of the City Council of the City of Huntington Beach (the "City"), acting in its capacity as the legislative body of the District, and with this Indenture; and WHEREAS, the District has determined that all requirements of the Act for the issuance of the Bonds have been satisfied; and DOC S OC/1615553v4/022273-0006 WHEREAS, upon their issuance, the Bonds will be the only outstanding bonds of the District, and the District is covenanting herein not to issue any future obligation or security having a lien, charge, pledge or encumbrance on a parity with the Bonds upon the Special Taxes, except to defease the Bonds; NOW, THEREFORE, in order to establish the terms and conditions upon and subject to which the Bonds are to be issued, and in consideration of the premises and of the mutual covenants contained herein and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable consideration, the receipt of which is hereby acknowledged, the District does hereby covenant and agree, for the benefit of the Owners of the Bonds which may be issued hereunder from time to time, as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. Unless the context otherwise requires, the following terms shall have the following meanings: "Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being Sections 53311 et seq. of the California Government Code. "Administration Fund" means that certain fund by that name established pursuant to Section 3.4 hereof. "Administrative Expenses" means the administrative costs with respect to the calculation and collection of the Special Taxes, including all attorneys' fees and other costs related thereto, the fees and expenses of the Trustee and any Special Tax Consultant to the District, any costs related to the District's compliance with state and federal laws requiring continuing disclosure of information concerning the Bonds and the District, and any other costs otherwise incurred by the City staff on behalf of the District in order to carry out the purposes of the District as set forth in the Resolution of Formation and any obligation of the District hereunder. "Administrative Expenses Cap" means $20,000 per Fiscal Year, escalating two percent(2%) each July 1, beginning July 1, 2014. "Alternative Penalty Account" means the account by that name created and established in the Rebate Fund pursuant to Section 3.1 hereof. "Annual Debt Service" means the principal amount of any Outstanding Bonds payable in a Bond Year either at maturity or pursuant to a Sinking Fund Payment and any interest payable on any Outstanding Bonds in such Bond Year, if the Bonds are retired as scheduled. "Authorized Investments" means any of the following investments, if and to the extent the same are at the time legal for investment of the District's funds (the Trustee is entitled to rely upon investment direction from the District as a certification such investment is an Authorized Investment): (a) Federal Securities; 2 DOCSOC/1615553v4/022273-0006 (b) Senior debt obligations, participations, or other instruments issued by a federal agency or United States government-sponsored enterprise, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government-sponsored enterprises (stripped securities are only permitted if they have been stripped by the agency itself); (c) Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933 and having a rating of AAA or better by a Nationally Recognized Statistical Rating Organization(NRSRO); (d) Certificates of deposit secured at all times by collateral described in (a) and (b) above. Such certificates must be issued by commercial banks, savings and loan associations or mutual savings banks. The collateral must be held by a third party or the Trustee and the Trustee on behalf of the Bond Owners must have a perfected first security interest in the collateral; (e) Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC; (f) U.S. dollar denominated deposit accounts, federal funds and banker's acceptances with domestic commercial banks which have a rating on their short term certificates of deposit on the date of purchase that is rated at least A-I or its equivalent by a NRSRO and maturing no more than 360 days after the date of purchase (i.e., ratings on holding companies are not considered as the rating of the bank); (g) Commercial Paper rated, at the time of purchase, at least A-I or its equivalent by a NRSRO and maturing no more than 270 days after the date of purchase; (h) Repurchase agreements with financial institutions insured by the FDIC; or any broker-dealer with "retail customers" which falls under the jurisdiction of the Securities Investors Protection Corporation (SIPC); or a bank or other financial institution rated in the top two rating categories by one or more Rating Agencies; provided that: (i) the over-collateralization is at one hundred two percent(102%), computed weekly, consisting of such securities as described in this section, items (a) through (c); (ii) a third party custodian, the Trustee or the Federal Reserve Bank shall have possession of such obligations; (iii)the Trustee shall have perfected a first priority security interest in such obligations; and(iv)failure to maintain the requisite collateral percentage will require the Trustee to liquidate the collateral; (i) County or State-administered pooled investment funds in which the District is statutorily permitted or required to invest to the extent that any amounts are deposited by the Trustee into such funds and the Trustee shall have direct access to such fund; 0) California Asset Management Program (CAMP). "Bond Counsel" means an attorney at law or a firm of attorneys selected by the District of nationally recognized standing in matters pertaining to the tax-exempt nature of interest on bonds issued by states and their political subdivisions duly admitted to the practice of law before the highest court of any state of the United States of America or the District of Columbia. 3 DOCSOCl1615553v4l022273-0006 "Bond Register" means the books which the Trustee shall keep or cause to be kept on which the registration and transfer of the Bonds shall be recorded. "Bond Year" means the twelve (12) month period commencing on September 2 of each year and ending on September 1 of the following year, and for the first Bond Year commencing on the Delivery Date and ending on September 1, 2013. "Bondowner" or"Owner" means the person or persons in whose name or names any Bond is registered. "Bonds" means the Improvement Area A of the City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) 2013 Special Tax Refunding Bonds issued in the original principal amount of$ "Business Day" means a day which is not a Saturday or Sunday or a day of the year on which banks in New York, New York, Los Angeles, California, or the city where the corporate trust office of the Trustee is located, are not required or authorized to remain closed. "Certificate of an Authorized Officer" means a written certificate executed by one of the Mayor, City Manager, Director of Finance of the City, or their written designees. "City" means the City of Huntington Beach, California. "City Council" means the City Council of the City. "Code"means the Internal Revenue Code of 1986,together with any amendments thereto. "Continuing Disclosure Agreement" means that certain Continuing Disclosure Agreement, dated 11 2013, by and between the District and Willdan Financial Services, as dissemination agent thereunder. "Corporate Trust Office" means the Corporate Trust Office of the Trustee at 400 South Hope Street, Suite 400, Los Angeles, CA 90017, Attention: or such other office designated by the Trustee from time to time. "Costs of Issuance" means the costs and expenses incurred in connection with the issuance and sale of the Bonds, including the acceptance and initial annual fees and expenses of the Trustee, legal fees and expenses, costs of printing the Bonds and the preliminary and final Official Statements, financial consultants, special tax consultants and other fees and expenses set forth in a Certificate of an Authorized Officer. "County"means the County of Orange, California. "Costs of Issuance Fund" means the fund by that name established pursuant to Section 3.1 hereof. "Delivery Date" means the date on which the Bonds were issued and delivered to the initial purchasers thereof. "Depository" means the securities depository acting as Depository under Section 2.12 hereof. 4 DOCSOC/1615553v4/022273-0006 "Director of Finance"means the Director of Finance of the City, or his or her designee. "Dissemination Agent"means Willdan Financial Services, and any successor thereto. "District" means City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park)established pursuant to the Act and the Resolution of Formation. "Escrow Agreement" means the Escrow Agreement, by and between The Bank of New York Mellon Trust Company,N.A., as Escrow Bank, and the District, dated as of 1, 2013. "Escrow Bank"means The Bank of New York Mellon Trust Company,N.A.. "Escrow Fund"means the Escrow Fund established under the Escrow Agreement. "Extraordinary Administrative Expenses" means Administrative Expenses required for extraordinary District events such as foreclosure actions against delinquent taxpayers within Improvement Area A required to be prosecuted on an expedited basis pursuant to this Indenture, the approval and implementation of actions requiring Bondowner consent under this Indenture, or actual or threatened Bondowner or property owner litigation arising out of the Bonds or the District. "Federal Securities"means any of the following: (1) Cash (insured at all times by the Federal Deposit Insurance Corporation ("FDIC")or otherwise collateralized with obligations described in paragraph(2)below), (2) Direct obligations of(including obligations issued or held in book-entry form on the books of)the Department of the Treasury of the United States of America, or (3) Obligations of any agency, department or instrumentality of the United States of America the timely payment of principal of and interest on which are fully guaranteed by the United States of America. "Fiscal Year" means the period beginning on July 1 of each year and ending on the next following June 30. "Gross Taxes" means the amount of all Special Taxes received by the District from the Treasurer, together with the net proceeds collected from the sale of property pursuant to the foreclosure provisions of this Indenture, penalties and interest received by the District in connection with the delinquency of such Special Taxes and proceeds from any security for payment of Special Taxes taken in lieu of foreclosure after payment of administrative costs and attorneys' fees payable from such proceeds to the extent not previously paid as an Administrative Expense. "Improvement Area A"means Improvement Area A of the District. "Indenture" means this Bond Indenture, together with any Supplemental Indenture approved pursuant to Article 6 hereof. 5 DOCSOC/1615 553v4/022273-0006 "Independent Financial Consultant" means a financial consultant or firm of such consultants generally recognized to be well qualified in the financial consulting field, appointed and paid by the District or the City, who, or each of whom: (a) is in fact independent and not under the domination of the District or the City; (b) does not have any substantial interest, direct or indirect, in the District or the City; and (c) is not connected with the District as a member, officer or employee of the District, but who may be regularly retained to make annual or other reports to the District or the City. "Interest Payment Date" means each March 1 and September 1, commencing March 1, 2014; provided, however, that, if any such day is not a Business Day, interest up to the Interest Payment Date will be paid on the Business Day next succeeding such date. "Maximum Annual Debt Service" means the maximum sum obtained for any Bond Year prior to the final maturity of the Bonds by adding the following for each Bond Year: (1) the principal amount of all Outstanding Bonds payable in such Bond Year either at maturity or pursuant to a Sinking Fund Payment; and (2) the interest payable on the aggregate principal amount of the Bonds Outstanding in such Bond Year if the Bonds are retired as scheduled. "Net Taxes" means Gross Taxes minus amounts, not in excess of the Administrative Expenses Cap, set aside to pay Administrative Expenses. "Nominee" means the nominee of the Depository, which may be the Depository, as determined from time to time pursuant to Section 2.12 hereof. "Ordinance" means, Resolution and Ordinance No. adopted by the legislative body of the District on providing for the levying of the Special Tax. "Outstanding" or "Outstanding Bonds" means all Bonds theretofore issued by the District, except: (1) Bonds theretofore cancelled or surrendered for cancellation in accordance with Section 10.1 hereof, (2) Bonds for payment or redemption of which monies shall have been theretofore deposited in trust (whether upon or prior to the maturity or the redemption date of such Bonds), provided that, if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in this Indenture; and (3) Bonds which have been surrendered to the Trustee for transfer or exchange pursuant to Section 2.9 hereof or for which a replacement has been issued pursuant to Section 2.10 hereof. 6 DOC SOC/1615 553v4/022273-0006 "Participants" means those broker-dealers, banks and-other financial institutions from time to time for which the Depository holds the Bonds as a securities depository. "Rating Agency" means Moody's Rating Service and Standard & Poor's or both, as the context requires. "Rate and Method of Apportionment" means that certain Rate and Method of Apportionment of Special Tax approved pursuant to the Resolution of Formation as it may be amended from time to time in accordance with the Act and this Indenture. "Rebatable Arbitrage" means the amount (determinable as of the last day of each fifth Bond Year and upon retirement of the Bonds) of arbitrage profits payable to the United States at all times and in the amounts specified in Section 148(f)of the Code and any applicable Regulations. "Rebate Regulations" means any final, temporary or proposed Regulations promulgated under Section 148(f)of the Code. "Record Date" means the fifteenth day of the month preceding an Interest Payment Date, regardless of whether such day is a Business Day. "Regulations" means the regulations adopted or proposed by the Department of Treasury from time to time with respect to obligations issued pursuant to Section 103 of the Code. "Representation Letter" shall mean the Blanket Letter of Representations from the District to the Depository as described in Section 2.12 hereof. "Reserve Requirement" means that amount as of any date of calculation equal to the lesser of (i) 10% of the initial principal amount of the Bonds, if any, (ii)Maximum Annual Debt Service on the then Outstanding Bonds, if any; and (iii) 125% of average Annual Debt Service on the then Outstanding Bonds. "Resolution of Formation" means, Resolution No. _ adopted by the City Council on pursuant to which the City formed the District and Improvement Area A. "Resolution of Issuance" means Resolution No. duly adopted by the City Council, acting in its capacity as the legislative body of the District on , 2013, approving this Indenture, and any supplemental bond indenture approved pursuant to Article VI hereof. "Sinking Fund Payment" means the annual payment to be deposited in the Redemption Account to redeem a portion of the Term Bonds in accordance with the schedules set forth in Section 4.1(b)hereof. "Special Tax Prepayments" means any amounts paid by the District to the Trustee and designated by the District as a prepayment of Special Taxes for one or more parcels in Improvement Area A made in accordance with the Rate and Method of Apportionment. "Special Taxes" means the special taxes authorized to be levied by the District in Improvement Area A in accordance with the Ordinance,the Resolution of Formation, the Act and the Rate and Method of Apportionment. 7 DOCSOC/1615553v4/022273-0006 "Special Tax Fund" means the fund by that name established pursuant to Section 3.1. "Supplemental Indenture" means any supplemental indenture amending or supplementing this Indenture. "Surplus Fund" means the fund by that name established pursuant to Section 3.10. "Tax Certificate" means the certificate by that name to be executed by the District on a Delivery Date to establish certain facts and expectations and which contains certain covenants relevant to compliance with the Code. "Taxable Property" means the area within the boundaries of Improvement Area A which is not exempt from application of the Special Tax by operation of law or the Rate and Method of Apportionment. "Term Bonds"means the Bonds maturing on September 1, 20. "Treasurer" means the Treasurer-Tax Collector of the County of Orange. "Trustee" means The Bank of New York Mellon Trust Company, N.A., and any successor thereto. "Underwriter" means Stifel,Nicolaus &Company, Incorporated. ARTICLE 11 GENERAL AUTHORIZATION AND BOND TERMS Section 2.1 Amount, Issuance. PuMose and Nature of Bonds. Under and pursuant to the Act, the Bonds in the aggregate principal amount of$ shall be issued for the purposes of refunding the Refunded Bonds, funding the Reserve Account and paying Costs of Issuance. The Bonds shall be and are limited obligations of the District and shall be payable as to the principal thereof and interest thereon and any premiums upon the redemption thereof solely from the Net Taxes and the other amounts in the funds created hereunder, other than amounts in the Rebate Fund, Surplus Fund or the Administration Fund. Section 2.2 Type and Nature of Bonds. Neither the faith and credit nor the taxing power of the City, the State of California, or any political subdivision thereof other than the District is pledged to the payment of the Bonds. Except for the Special Taxes, no other taxes are pledged to the payment of the Bonds. The Bonds are not general or special obligations of the City or general obligations of the District, but are limited obligations of the District payable solely from certain amounts deposited by the District in the Special Tax Fund, as more fully described herein. The District's limited obligation to pay the principal of, premium, if any, and interest on the Bonds from amounts in the Special Tax Fund is absolute and unconditional, free of deductions and without any abatement, offset, recoupment, diminution or set-off whatsoever. No Owner of the Bonds may compel the exercise of the taxing power by the District (except as pertains to the Special Taxes) or the City or the forfeiture of any of their property. The principal of and interest on the Bonds and premiums upon the redemption thereof, if any, are not a debt of the City, the State of California or any of its political subdivisions within the meaning of any constitutional or statutory limitation or restriction. The Bonds are not a legal or equitable pledge, charge, lien, or encumbrance upon any of 8 DOCSOC/1615553v4/022273-0006 the District's property, or upon any of its income, receipts or revenues, except the Net Taxes and other amounts in the Special Tax Fund which are, under the terms of this Indenture and the Act, set aside for the payment of the Bonds and interest thereon and neither the members of the legislative body of the District or the City Council of the City nor any persons executing the Bonds, are liable personally on the Bonds, by reason of their issuance. Notwithstanding anything to the contrary contained in this Indenture, the District shall not be required to advance any money derived from any source of income other than the Net Taxes for the payment of the interest on or the principal of the Bonds or for the performance of any covenants contained herein. The District may, however, advance funds for any such purpose, provided that such funds are derived from a source legally available for such purpose. Section 2.3 Equality of Bonds and Pledge of Net Taxes. Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, in order to secure the payment of the principal of and interest on the Bonds in accordance with their terms, the provisions of this Indenture and the Act, the District hereby pledges to the Owners, and grants thereto a lien on and a security interest in, all of the Net Taxes and any other amounts held in the Special Tax Fund. Said pledge shall constitute a first lien on and security interest in such assets, which shall immediately attach to such assets and be effective, binding and enforceable against the District, its successors, purchasers of any of such assets, creditors and all others asserting rights therein, to the extent set forth in, and in accordance with, this Indenture, irrespective of whether those parties have notice of the pledge of, lien on and security interest in such assets and without the need for any physical delivery, recordation, filing or further act. Pursuant to the Act and this Indenture, the Bonds shall be equally payable from the Net Taxes and other amounts in the Special Tax Fund, without priority for number, date of the Bonds, date of sale, date of execution, or date of delivery, and the payment of the interest on and principal of the Bonds and any premiums upon the redemption thereof, shall be exclusively paid from the Net Taxes and other amounts in the Special Tax Fund, which are hereby set aside for the payment of the Bonds. Amounts in the Special Tax Fund shall constitute a trust fund held for the benefit of the Owners to be applied to the payment of the interest on and principal of the Bonds and so long as any of the Bonds or interest thereon remain Outstanding shall not be used for any other purpose, except as permitted by this Indenture or any Supplemental Indenture. Notwithstanding any provision contained in this Indenture to the contrary,Net Taxes deposited in the Rebate Fund, the Surplus Fund or the Administration Fund shall no longer be considered to be pledged to the Bonds, and none of the Rebate Fund, the Surplus Fund, the Costs of Issuance Fund or the Administration Fund shall be construed as a trust fund held for the benefit of the Owners. Nothing in this Indenture or any Supplemental Indenture shall preclude, subject to the limitations contained hereunder, the redemption prior to maturity of any Bonds subject to call and redemption and payment of said Bonds from proceeds of refunding bonds issued under the Act as the same now exists or as hereafter amended, or under any other law of the State of California.. Section 2.4 Description of Bonds, Interest Rates. The Bonds shall be issued in fully registered form in denominations of$5,000 or any integral multiple thereof. The Bonds of each issue shall be numbered as desired by the Trustee. The Bonds shall be designated "CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1 2013 SPECIAL TAX REFUNDING BONDS." The Bonds shall be dated as of their Delivery Date and shall mature and be payable on September 1 in the years and in the aggregate principal amounts and shall be 9 DOC SOC/1615553v4/022273-0006 subject to and shall bear interest at the rates set forth in the table below payable on September 1, 2014 and each Interest Payment Date thereafter: Period Ending September I Principal Interest Rate 2014 $ % 2015 2016 2017 2018 2019 2020 Interest shall be payable on each Bond from the date established in accordance with Section 2.5 below on each Interest Payment Date thereafter until the principal sum of that Bond has been paid; provided, however, that if at the maturity date of any Bond (or if the same is redeemable and shall be duly called for redemption, then at the date fixed for redemption) funds are available for the payment or redemption thereof in full, in accordance with the terms of this Indenture, such Bonds shall then cease to bear interest. Interest due on the Bonds shall be calculated on the basis of a 360 day year comprised of twelve 30 day months. Section 2.5 Place and Form of Payment. The Bonds shall be payable both as to principal and interest, and as to any premiums upon the redemption thereof, in lawful money of the United States of America. The principal of the Bonds and any premiums due upon the redemption thereof shall be payable upon presentation and surrender thereof at the Corporate Trust Office of the Trustee in St. Paul, Minnesota, or at the designated office of any successor Trustee. Interest on any Bond shall be payable from the Interest Payment Date next preceding the date of authentication of that Bond, unless (i)such date of authentication is an Interest Payment Date in which event interest shall be payable from such date of authentication; (ii)the date of authentication is after a Record Date but prior to the immediately succeeding Interest Payment Date, in which event interest shall be payable from the Interest Payment Date immediately succeeding the date of authentication; or (iii)the date of authentication is prior to the close of business on the first Record Date occurring after the issuance of such Bond, in which event interest shall be payable from the dated date of such Bond; provided, however,that if at the time of authentication of such Bond, interest is in default, interest on that Bond shall be payable from the last Interest Payment Date to which the interest has been paid or made available for payment or, if no interest has been paid or made available for payment on that Bond, interest on that Bond shall be payable from its dated date. Interest on any Bond shall be paid to the person whose name shall appear in the Bond Register as the Owner of such Bond as of the close of business on the Record Date. Such interest shall be paid by check of the Trustee mailed by first class mail, postage prepaid, to such Bondowner at his or her address as it appears on the Bond Register. In addition, upon a request in writing received by the Trustee on or before the applicable Record Date from an Owner of$1,000,000 or more in principal amount of the Bonds, payment shall be made on the Interest Payment Date by wire transfer in immediately available funds to an account designated by such Owner. Section 2.6 Form of Bonds. The definitive Bonds may be printed from steel engraved or lithographic plates or may be typewritten. The Bonds and the certificate of authentication shall be substantially in the form attached hereto as Exhibit A, which form is hereby approved and adopted as the form of such Bonds and of the certificate of authentication. 10 DOC SOC/1615553v4/022273-0006 Until definitive Bonds, as applicable, shall be prepared, the District may cause to be executed and delivered in lieu of such definitive Bonds temporary bonds in typed, printed, lithographed or engraved form and in fully registered form, subject to the same provisions, limitations and conditions as are applicable in the case of definitive Bonds, except that they may be in any denominations authorized by the District. Until exchanged for definitive Bonds, as applicable, any temporary bond shall be entitled and subject to the same benefits and provisions of this Indenture as definitive Bonds. If the District issues temporary Bonds, it shall execute and furnish definitive Bonds, as applicable, without unnecessary delay and thereupon any temporary Bond may be surrendered to the Trustee at its office, without expense to the Owner, in exchange for a definitive Bond of the same issue, maturity, interest rate and principal amount in any authorized denomination. All temporary Bonds so surrendered shall be cancelled by the Trustee and shall not be reissued. Section 2.7 Execution and Authentication. The Bonds shall be signed on behalf of the District by the manual or facsimile signature of the Mayor of the City and countersigned by the manual or facsimile signature of the City Clerk, or any duly appointed deputy clerk, in their capacity as officers of the District and attested by the signature of the City Clerk. In case any one or more of the officers who shall have signed any of the Bonds shall cease to be such officer before the Bonds so signed have been authenticated and delivered by the Trustee (including new Bonds delivered pursuant to the provisions hereof with reference to the transfer and exchange of Bonds or to lost, stolen, destroyed or mutilated Bonds), such Bonds shall nevertheless be valid and may be authenticated and delivered as herein provided, and may be issued as if the person who signed such Bonds had not ceased to hold such office. Only such Bonds as shall bear thereon such certificate of authentication in the form set forth in Exhibit A hereto shall be entitled to any right or benefit under this Indenture, and no Bond shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the Trustee. Section 2.8 Bond Register. The Trustee will keep or cause to be kept, at the Corporate Trust Office, sufficient books for the registration and transfer of the Bonds which shall be open to inspection by the District during all regular business hours upon reasonable prior notice, and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be transferred on said Bond Register, Bonds as herein provided. The District and the Trustee may treat the Owner of any Bond whose name appears on the Bond Register as the absolute Owner of that Bond for any and all purposes, and the District and the Trustee shall not be affected by any notice to the contrary. The District and the Trustee may rely on the address of the Bondowner as it appears in the Bond Register for any and all purposes. It shall be the duty of the Bondowner to give written notice to the Trustee of any change in the Bondowner's address so that the Bond Register may be revised accordingly. Section 2.9 Registration of Exchange or Transfer. Subject to the limitations of the following paragraph, the registration of any Bond may, in accordance with its terms, be transferred upon the Bond Register by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Bond for cancellation at the Corporate Trust Office of the Trustee, accompanied by delivery of a written instrument of transfer in a form approved by the Trustee and duly executed by the Bondowner or his or her duly authorized attorney. 11 DOC SOC/1615553v4/022273-0006 Bonds may be exchanged at the Corporate Trust Office of the Trustee for a like aggregate principal amount of Bonds for other authorized denominations of the same maturity and issue. The Trustee shall not collect from the Owner any charge for any new Bond issued upon any exchange or transfer, but shall require the Bondowner requesting such exchange or transfer to pay any tax or other governmental charge required to be paid with respect to such exchange or transfer. Whenever any Bonds shall be surrendered for registration of transfer or exchange, the District shall execute and the Trustee shall authenticate and deliver a new Bond or Bonds, as applicable, of the same issue and maturity, for a like aggregate principal amount; provided that the Trustee shall not be required to register transfers or make exchanges of(i)Bonds for a period of 15 days next preceding any selection of the Bonds to be redeemed; or(ii) any Bonds chosen for redemption. Section 2.10 Mutilated, Lost, Destroyed or Stolen Bonds. If any Bond shall become mutilated, the District, at the expense of the Bondowner, shall execute, and the Trustee shall authenticate and deliver, a new Bond of like tenor, date, issue and maturity in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be cancelled by the Trustee pursuant to Section 10.1 hereof. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence is satisfactory to the Trustee and, if any indemnity satisfactory to the Trustee shall be given, the District, at the expense of the Bondowner, shall execute and the Trustee shall authenticate and deliver, a new Bond of like tenor, maturity and issue, numbered and dated as the Trustee shall determine in lieu of and in substitution for the Bond so lost, destroyed or stolen. Any Bond issued in lieu of any Bond alleged to be mutilated, lost, destroyed or stolen, shall be equally and proportionately entitled to the benefits hereof with all other Bonds issued hereunder. The Trustee shall not treat both the original Bond and any replacement Bond as being Outstanding for the purpose of determining the principal amount of Bonds which may be executed, authenticated and delivered hereunder or for the purpose of determining any percentage of Bonds Outstanding hereunder, but both the original and replacement Bond shall be treated as one and the same. Notwithstanding any other provision of this Section, in lieu of delivering a new Bond which has been mutilated, lost, destroyed or stolen, and which has matured, the Trustee may make payment with respect to such Bonds upon receipt of indemnification satisfactory to the Trustee. Section 2.11 Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be affected in any way by any defect in any proceedings taken by the District and the recital contained in the Bonds that the same are issued pursuant to the Act and other applicable laws of the State shall be conclusive evidence of their validity and of the regularity of their issuance. Section 2.12 Book-Entry System. The Bonds shall be initially issued in the form of a separate single fully-registered Bond for each maturity (which may be typewritten). Upon initial issuance,the ownership of each such Bond shall be registered in the registration books maintained by the Trustee in the name of the Nominee, as nominee of the Depository. Except hereinafter as provided, all of the Outstanding Bonds shall be registered in the registration books maintained by the Trustee in the name of the Nominee. With respect to the Bonds registered in the name of the Nominee,the District and the Trustee shall have no responsibility or obligation to any Participant or to any Person on behalf of which such a Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the District and the Trustee shall have no responsibility or obligation with respect to (i)the accuracy of the records of the Depository, the Nominee, or any Participant with respect to any ownership 12 DOC S OC/1615553v4/022273-0006 interest in the Bonds, (ii)the delivery to any Participant or any other Person, other than an Owner as shown in the registration books maintained by the Trustee, of any notice with respect to the Bonds, including any notice of redemption, (iii)the selection by the Depository and its Participants of the beneficial interests in the Bonds to be redeemed in the event the District redeems the Bonds in part, or (iv)the payment to any Participant or any other person, other than an Owner as shown in the registration books maintained by the Trustee, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The District and the Trustee may treat and consider the Person in whose name each Bond is registered in the registration books maintained by the Trustee as the absolute Owner of such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective Owner, or his respective attorney duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No Person other than an Owner shall receive a Bond evidencing the obligation of the District to make payments of principal, premium, if any, and interest pursuant to this Indenture. Upon delivery by the Depository to the Owner, Trustee and the District of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions herein with respect to Record Dates, the term "Nominee" in this Indenture shall refer to such nominee of the Depository. In order to qualify the Bonds the District elects to register in the name of the Nominee for the Depository's book-entry system, the District shall execute and deliver the Representation Letter to the Depository concurrently with the issuance and delivery of the Bonds to their respective original purchasers. The execution and delivery of the Representation Letter shall not in any other way limit the provisions of this Section or in any other way impose upon the District any obligation whatsoever with respect to Persons having interests in the Bonds other than the Owners. In a separate agreement, the Trustee shall have agreed to take all action necessary to ensure compliance with all representations of the District in the Representation Letter with respect to the Trustee at all times. In addition to the execution and delivery of the Representation Letter, the District shall take such other actions, not inconsistent with this Indenture, as are reasonably necessary to qualify the Bonds for the Depository's book-entry program. In the event (i)the Depository determines not to continue to act as securities depository for the Bonds or (ii)the Depository shall no longer so act and gives notice to the Trustee of such determination, then the District will discontinue the book-entry system with the Depository. If the District determines to replace the Depository with another qualified securities depository,the District shall prepare or direct the preparation of a new single, separate, fully-registered Bond for each of the issues and maturities of the Bonds, registered in the name of such successor or substitute qualified securities depository or its nominee. If the District fails to identify another qualified securities depository to replace the Depository then the Bonds shall no longer be restricted to being registered in the bond register in the name of the Nominee, but shall be registered in whatever name or names Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of Section 2.9 of this Indenture. Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of the Nominee, all payments with respect to principal of, premium, if any, 13 DOCSOC/1615553v4/022273-0006 and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, as provided in the Representation Letter or as otherwise instructed by the Depository. The initial Depository under this Section shall be The Depository Trust Company, New York, New York("DTC"). The initial Nominee shall be Cede& Co., as Nominee of DTC. ARTICLE III CREATION OF FUNDS AND APPLICATION OF PROCEEDS AND NET TAXES Section 3.1 Creation of Funds. There is hereby created and established and shall be maintained by the Trustee the following funds and accounts: (1) The Community Facilities District No. 2002-1 Special Tax Fund (the "Special Tax Fund") in which there shall be established and created, a Debt Service Account, a Redemption Account and a Reserve Account; (2) The Community Facilities District No. 2002-1 Rebate Fund (the "Rebate Fund") in which there shall be established a Rebate Account and an Alternative Penalty Account; and (3) The Community Facilities District No. 2002-1 Costs of Issuance Fund (the "Costs of Issuance Fund"). The amounts on deposit in the foregoing funds and accounts shall be held by the Trustee; and the Trustee shall invest and disburse the amounts in such funds and accounts in accordance with the provisions of this Article III and shall disburse investment earnings thereon in accordance with the provisions of Section 3.11 hereof. Section 3.2 Disposition of Bond Proceeds. (a) The proceeds of the sale of the Bonds shall be received by the Trustee on behalf of the District and deposited as follows: (1) $ shall be transferred to the Escrow Bank for deposit into the Escrow Fund pursuant to the terms of the Escrow Agreement, together with $ of moneys held by the Prior Fiscal Agent under the Fiscal Agent Agreement which the District shall direct the Prior Fiscal Agent to deposit in the Escrow Fund pursuant to the Escrow Agreement; (2) $ representing the amount of Costs of Issuance with respect to the Bonds shall be deposited in the Costs of Issuance Fund, and such amount shall be applied to the payment of Costs of Issuance for the Bonds; and (3) $ shall be deposited in the Reserve Account of the Special Tax Fund. The Trustee may, in its discretion, establish a temporary fund or account in its books and records to facilitate such deposits or transfers. 14 DOC SOC/1615553v4/022273-0006 A Section 3.3 Deposits to and Disbursements from Special Tax Fund. The Director of Finance shall, no later than the last day of each month during which the Special Taxes are apportioned to the District, transfer the Special Taxes net of Special Tax Prepayments (which amounts shall immediately be transferred by the Director of Finance to the Trustee for deposit into the Redemption Account of the Special Tax Fund to be applied in accordance with Section 3.6(b) hereof) to the Trustee for deposit in the Special Tax Fund for the Bonds, to be held in trust by the Trustee in the Special Tax Fund. The Trustee will then transfer the money on deposit in the Special Tax Fund on the dates and in the amounts set forth in the following Sections, in the following order of priority, to: (1) The Director of Finance for deposit in the Administration Fund, the amount of Administrative Expenses levied for in the current Fiscal Year up to the Administrative Express Cap (plus Extraordinary Administrative Expenses in the event there are Extraordinary Administrative Expenses); provided that no more than half of the amount of Administrative Expenses up to half of the Administrative Expense Cap (plus Extraordinary Administrative Expenses in the event there are Extraordinary Administrative Expenses) levied for in the current Fiscal Year shall be deposited in the Administration Fund until the earlier of(i)the date moneys on deposit in the Debt Service Account of the Special Tax Fund are sufficient to pay debt service on the Bonds on March 1 of such Fiscal Year, or(ii)March 2 of such Fiscal Year; (2) The Debt Service Account of the Special Tax Fund; (3) The Reserve Account of the Special Tax Fund; (4) Administration Fund for Administrative Expenses not previously deposited to the Administration Fund pursuant to this Section 3.3; (5) Rebate Fund; and (6) Surplus Fund. At the maturity of all Bonds and, after all principal and interest then due on the Bonds then Outstanding has been paid or provided for and any amounts owed to the Trustee have been paid in full, moneys in the Special Tax Fund and any accounts therein may be used by the District for any lawful purpose. Section 3.4 Administration Fund. There is hereby established as a separate fund to be held by the Director of Finance the Administration Fund. Moneys in the Administration Fund may be invested in any Authorized Investments, provided that the maturity or maturities thereof shall not exceed 30 days from the date of purchase. Moneys on deposit in the Administration Fund shall be withdrawn by the Director of Finance and paid to the City or its order upon receipt by the Director of Finance of a Certificate of Authorized Officer stating the amount to be withdrawn, that such amount is to be used to pay an Administrative Expense and the nature of the Administrative Expense. Section 3.5 Debt Service Account of the Special Tax Fund. The principal or Sinking Fund Payment of, and interest on,the Bonds until maturity shall be paid by the Trustee from amounts transferred to the Debt Service Account of the Special Tax Fund. For the purpose of assuring that the payment of principal or Sinking Fund Payment of and interest on, the Bonds will be made when due, at least one Business Day prior to each Interest Payment Date, the Trustee shall make the following 15 DOCSOC/1615 553v4/022273-0006 transfers to the Debt Service Account; provided, however, that to the extent that deposits have been made in the Debt Service Account from the proceeds of the sale of the Bonds, or otherwise, or to the extent that a transfer will be made from the Reserve Account to the Debt Service Account in accordance with the last paragraph of Section 3.7 hereof, the transfer from the Special Tax Fund need not be made: an amount such that the balance in the Debt Service Account one (1) Business Day prior to each Interest Payment Date shall be equal to the installments of interest, principal and Sinking Fund Payments due on the Bonds on said Interest Payment Date. Moneys in the Debt Service Account shall be used for the payment of the interest, principal and Sinking Fund Payments of the Bonds as the same become due. Section 3.6 Redemption Account of the Special Tax Fund. (a) After making the deposit to the Debt Service Account of the Special Tax Fund pursuant to Section 3.5 above and in accordance with the District's election to call Bonds for optional redemption as set forth in Section 4.1(a) hereof, the Trustee shall transfer from the Special Tax Fund and deposit in the Redemption Account moneys available for the purpose and sufficient to pay the principal of and interest on the Bonds called for redemption, and the premiums payable as provided in Section 4.1(a) hereof on the Bonds called for optional redemption one (1) Business Day prior to the redemption date; provided, however, that Net Taxes may be applied to optionally redeem Bonds only if immediately following such redemption the amount in the Reserve Account will equal the Reserve Requirement. (b) Special Tax Prepayments deposited to the Redemption Account shall be applied on the redemption date established pursuant to Section 4.1(c) hereof for the use of such Special Tax Prepayments to the payment of the principal of, premium, if any, and interest on the Bonds to be redeemed with such Special Tax Prepayments. (c) Moneys set aside in the Redemption Account shall be used solely for the purpose of redeeming Bonds and shall be applied on or after the redemption date to the payment of principal of and premium, if any, on the Bonds to be redeemed upon presentation and surrender of such Bonds; provided, however, in lieu or partially in lieu of such call and redemption, upon receipt by the Trustee of written direction of the District to purchase Bonds, moneys deposited in the Redemption Account may be used to purchase Outstanding Bonds in the manner hereinafter provided. Purchases of Outstanding Bonds may be made by the District at public or private sale as and when and at such prices as the District may in its discretion determine but only at prices (including brokerage or other expenses) not more than par plus accrued interest, or, in the case of purchases to be made from funds to be applied to a redemption pursuant to Section 4.1(a), par plus accrued interest, plus premium, if any, in the case of moneys set aside for an optional redemption. Any accrued interest payable upon the purchase of Bonds may be paid from the amount reserved in the Special Tax Fund for the payment of interest on the next following Interest Payment Date. Section 3.7 Reserve Account of the Special Tax Fund. There shall be maintained in the Reserve Account of the Special Tax Fund an amount equal to the Reserve Requirement. Moneys in the Reserve Account shall be used solely for the purpose of paying the principal of, including Sinking Fund Payments, and interest on the Bonds when due in the event that the moneys in the Debt Service Account of the Special Tax Fund are insufficient therefor and for the purpose of making any required transfer to the Rebate Fund pursuant to Section 3.8 upon written direction from the District; provided, however, amounts in the Reserve Account may be applied to 16 DOCSOC/1615553v4/022273-0006 pay the principal and interest due on any Bonds in the final Bond Year in which any Bonds are Outstanding. If the amounts in the Debt Service Account of the Special Tax Fund are insufficient to pay the principal of, including Sinking Fund Payments, or interest on the Bonds when due, or amounts in the Special Tax Fund are insufficient to make transfers to the Rebate Fund when required, the Trustee shall withdraw from the Reserve Account for deposit in the Debt Service Account of the Special Tax Fund or the Rebate Fund, as applicable, moneys necessary for such purposes. Following any transfer to the Debt Service Account of the Special Tax Fund or to the Rebate Fund as described above,the District shall then take the steps necessary to cause to be deposited to the Reserve Account the amount needed to replenish the Reserve Account to the Reserve Requirement by transferring such amount from Special Taxes held by the Treasurer or, if the District so elects, by including such amount in the next annual Special Tax levy to the extent of the permitted maximum Special Tax rates. Notwithstanding anything herein to the contrary, whenever moneys are withdrawn from the Reserve Account, after making the required transfers pursuant to Sections 3.5 and 3.6 above, the Trustee shall transfer to the Reserve Account from available moneys in the Special Tax Fund the amount needed to restore the amount of such account to the Reserve Requirement. Moneys in the Special Tax Fund shall be deemed available for transfer to the Reserve Account only if the Trustee determines that such amounts will not be needed to make the deposits required to be made to the Debt Service Account of the Special Tax Fund. In no event shall amounts in the Reserve Account be used to pay fees or expenses of the Trustee or its counsel. In connection with a redemption of Bonds pursuant to Section 4.1(a) or (c), or a defeasance of Bonds in accordance with Section 9.1 hereof, amounts in the Reserve Account shall be applied to such redemption or defeasance so long as the amount on deposit in the Reserve Account following such redemption or any partial defeasance equals the Reserve Requirement. The District shall set forth in a Certificate of an Authorized Officer the amount in the Reserve Account to be transferred to the Redemption Account on a redemption date or to be transferred pursuant to this Indenture to partially defease Bonds, and the Trustee shall make such transfer on the applicable redemption or defeasance date, subject to the limitation in the preceding sentence. Notwithstanding any provision herein to the contrary, moneys in the Reserve Account in excess of the Reserve Requirement shall be withdrawn from the Reserve Account on the Business Day before each Interest Payment Date and transferred to the Debt Service Account to be applied to the interest on the Bonds on the next Interest Payment Date. Section 3.8 Rebate Fund. (a) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder designated as the Rebate Fund and shall establish a separate Rebate Account and Alternative Penalty Account therein. The District shall cause to be deposited in the Rebate Fund such amounts as required under the Tax Certificate. All money at any time deposited in the Rebate Account or the Alternative Penalty Account of the Rebate Fund shall be held by the Trustee in trust, for payment to the United States Treasury. All amounts on deposit in the Rebate Fund shall be governed by this Section 3.8 and the Tax Certificate. Without limiting the generality of the foregoing, the District agrees that there shall be paid from time to time all amounts required to be rebated to the United States pursuant to Section 148(f) of the Code and any temporary, proposed or final treasury regulations as may be applicable to 17 DOCSOC/1615553v4/022273-0006 the Bonds from time to time, which the District covenants to pay or cause to be paid to the United States at the times and in the amounts determined under the Tax Certificate. The Trustee agrees to comply with all instructions given to it by the District in accordance with this covenant. The Trustee shall conclusively be deemed to have complied with the provisions of this Section 3.8 if it follows the instructions of the District and shall not be required to take any actions hereunder in the absence of instructions from the District. (b) Disposition of Unexpended Funds. Any funds remaining in the Accounts of the Rebate Fund with respect to the Bonds after payment in full of such issue and after making the payments required to comply with this Section 3.8 and the Tax Certificate may be withdrawn by the Trustee at the written direction of the District and utilized in any manner by the District. (c) Survival of Defeasance and Final Payment. Notwithstanding anything in this Section or this Indenture to the contrary, the obligation to comply with the requirements of this Section shall survive the defeasance and final payment of the Bonds. (d) Amendment Without Consent of Owners. This Section 3.8 may be deleted or amended in any manner without the consent of the Owners, provided that prior to such event there is delivered to the District an opinion of Bond Counsel to the effect that such deletion or amendment will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds issued on a tax exempt basis. Notwithstanding any provision of this Section, if the District shall provide to the Trustee an opinion of a nationally recognized bond or tax counsel that any specified action required under this Section 3.8 is no longer required or that some further or different action is required to maintain the tax-exempt status of interest on the Bonds, the Trustee and the District may conclusively rely on such opinion in complying with the requirements of this Section, and the covenants hereunder shall be deemed to be modified to that extent. Section 3.9 Costs of Issuance Fund. (a) The moneys in the Costs of Issuance Fund shall be applied exclusively to pay the Costs of Issuance for the Bonds. Amounts for Costs of Issuance shall be disbursed from the Costs of Issuance Fund by the Trustee only upon receipt of a sequentially numbered written requisition, substantially in the form attached hereto as Exhibit B from the Director of Finance or such other person as is designated in writing to the Trustee by the legislative body of the District. (b) Upon the receipt of a Certificate of an Authorized Officer that all or a specified portion of the amount remaining in the Costs of Issuance Fund is no longer needed to pay Costs of Issuance, respectively, the Trustee shall transfer all or such specified portion of the moneys remaining on deposit in such account to the Debt Service Account of the Special Tax Fund. Any moneys remaining in the Cost of Issuance Fund on September 1, 2013 shall be transferred to the Debt Service Account of the Special Tax Fund. Section 3.10 Surplus Fund. There is hereby created and established the "Surplus Fund," to be held by the Director of Finance. After making the transfers required by Sections 3.5, 3.6, 3.7, and 3.8, as soon as practicable after each September 1, the Trustee shall transfer all remaining amounts in the Special Tax Fund to the District for deposit in the Surplus Fund. Moneys deposited in the Surplus Fund may be transferred by the District (i)to the Trustee for deposit in the Debt Service Account of the Special Tax Fund to pay the principal of, including Sinking Fund Payments, and interest on the Bonds when due in the event that moneys in the Special Tax Fund and the Reserve 18 DOC SOC/1615553v4/022273-0006 Account of the Special Tax Fund are insufficient therefor, (ii)to the Trustee for deposit in the Reserve Account in order to replenish the Reserve Account to the Reserve Requirement, (iii)to the Administration Fund to pay Administrative Expenses to the extent that the amounts on deposit in the Administration Fund are insufficient to pay Administrative Expenses, or (iv)may be used by the District for any other lawful purpose of the District. The amounts in the Surplus Fund are not pledged to the repayment of the Bonds and may be used by the District for any lawful purpose. In the event that the District reasonably expects to use any portion of the moneys in the Surplus Fund to pay debt service on any Outstanding Bonds, the District shall segregate such amount into a separate subaccount and the moneys on deposit in such subaccount of the Surplus Fund shall be invested in Authorized Investments the interest on which is excludable from gross income under Section 103 of the Code (other than bonds the interest on which is a tax preference item for purposes of computing the alternative minimum tax of individuals and corporations under the Code) or in Authorized Investments at a Yield not in excess of the Yield on the Bonds, unless, in the opinion of Bond Counsel, investment at a higher Yield will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds then Outstanding. Section 3.11 Investments. Moneys held in any of the Funds and Accounts under this Indenture shall be invested by the Trustee at the written direction of the District in accordance with the limitations set forth below only in Authorized Investments which shall be deemed at all times to be a part of such Funds and Accounts. Any loss resulting from such Authorized Investments shall be charged to the Fund or Account from which such investment was made, and any investment earnings on a Fund or Account shall be applied as follows: (i) investment earnings on all amounts deposited in the Costs of Issuance Fund shall be deposited in that Fund, (ii)investment earnings on all amounts in the Rebate Fund shall be deposited in that Fund, (iii)investment earnings on all amounts deposited in the Reserve Account of the Special Tax Fund shall be used to satisfy the Reserve Requirement and any investment earnings not needed to satisfy the Reserve Requirement shall be withdrawn from the Reserve Account one(1)Business Day before each Interest Payment Date and transferred to the Debt Service Account as provided in Section 3.7 hereof; and (iv) all other investment earnings shall be deposited in the Debt Service Account of the Special Tax Fund. Moneys in the Funds and Accounts held under this Indenture may be invested by the Trustee, upon the written direction of the District, from time to time, in Authorized Investments which written direction shall be made in accordance with the following restrictions: (a) Moneys in the Accounts within the Costs of Issuance Fund shall be invested in Authorized Investments which will by their terms mature, as close as practicable to the date the District estimates the moneys represented by the particular investment will be needed for withdrawal from the Costs of Issuance Fund. N Moneys in the Debt Service Account of the Special Tax Fund shall be invested only in Authorized Investments which will by their terms mature or are available for withdrawal without penalty, on such dates so as to ensure the payment of principal of, premium, if any, and interest on the Bonds as the same become due. (c) One-half of the amount in the Reserve Account of the Special Tax Fund may be invested only in Authorized Investments which mature not later than six (6) months from their date of purchase by the Trustee, and one-half of such amount shall be invested in Authorized Investments which mature not more than two (2) years from the date of purchase by the Trustee; 19 DOC S OC/1615553v4/022273-0006 provided that such amounts may be invested in an investment or repurchase agreement so long as such amounts may be withdrawn at any time, without penalty, for application in accordance with Section 3.5 hereof; and provided that no such Authorized Investment of amounts in the Reserve Account allocable to the Bonds shall mature later than the respective final maturity date of the Bonds to which such amounts relate. (d) Moneys in the Rebate Fund shall be invested only in Authorized Investments of the type described in clause (a) of the definition thereof which by their terms will mature, as nearly as practicable, on the dates such amounts are needed to be paid to the United States Government pursuant to Section 3.8 hereof. The Trustee, at the direction of the District, shall sell, or present for redemption, any Authorized Investments so purchased whenever it may be necessary to do so in order to provide moneys to meet any payment or transfer to such Funds and Accounts or from such Funds and Accounts. For the purpose of determining at any given time the balance in any such Funds and Accounts, any such investments constituting a part of such Funds and Accounts shall be valued at their cost, except that amounts in the Reserve Account shall be valued at the market value thereof at least semiannually on or before each Interest Payment Date. In making any valuations hereunder,the Trustee may utilize such computerized securities pricing services as may be available to it, including, without limitation, those available through its regular accounting system, and conclusively rely thereon. Notwithstanding anything herein to the contrary, the Trustee shall not be responsible for any loss from investments, sales or transfers undertaken in accordance with the provisions of this Indenture. The Trustee may act as principal or agent in the making or disposing of any investment and shall be entitled to its customary fee for making such investment. The Trustee may sell at the best market price obtainable, or present for redemption, any Authorized Investment so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the Fund or Account to which such Authorized Investment is credited, and, subject to the provisions of Section 7.4, the Trustee shall not be liable or responsible for any loss resulting from such investment. For investment purposes, the Trustee may commingle the funds and accounts established hereunder, but shall account for each separately. In the absence of written investment direction the Trustee shall invest solely in Authorized Investments set forth in (c) of the definition thereof. The District acknowledges that regulations of the Comptroller of the Currency grant the District the right to receive brokerage confirmations of security transactions to be effected by the Trustee hereunder as they occur. The District specifically waives the right to receive such confirmations to the extent permitted by applicable law and agrees that it will instead receive periodic cash transaction statements which shall include detail for the investment transactions effected by the Trustee hereunder; provided, however, that the District retains its right to receive brokerage confirmation on any investment transaction requested by the District. 20 DOC SOC/1615553v4/022273-0006 ARTICLE IV REDEMPTION OF BONDS Section 4.1 Redemption of Bonds. (a) Optional Redemption. The Bonds are subject, at the option of the District, to call and redemption from any available source of funds prior to their stated maturity on any Interest Payment Date, as a whole or in part, and by lot, at the following redemption prices expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the date of redemption: Redemption Dates Redemption Price Any Interest Payment Date through March 1, 20_ 103% September 1, 20_and March 1, 20_ 102 September 1, 20_and March 1, 20_ 101 September 1, 20_and any Interest Payment Date thereafter 100 (b) Mandatory Sinking Fund Redemption. Bonds maturing on September 1, 20 shall be called before maturity and redeemed, from the Sinking Fund Payments that have been deposited into the Redemption Account, on September 1, 20, and on each September 1 thereafter prior to maturity, in accordance with the schedule of Sinking Fund Payments set forth below. The Term Bonds so called for redemption shall be selected by the Trustee by lot and shall be redeemed at a redemption price for each redeemed Term Bond equal to the principal amount thereof, plus accrued interest to the redemption date, without premium, as follows: Term Bonds Due on September 1,20_ Year (September 1) Principal Amount (Maturity) In the event the District shall elect to redeem Bonds as provided in this Section 4.1, the District shall give written notice to the Trustee of its election so to redeem, the redemption date and (other than redemptions pursuant to (b) above) the principal amount of the Bonds to be redeemed. The notice to the Trustee shall be given at least 45 but no more than 60 days prior to the redemption date or such shorter period as shall be acceptable to the Trustee in the sole determination of the Trustee, such notice for the convenience of the Trustee. Special Tax Prepayments and amounts released from the Reserve Account in connection with Special Tax Prepayments in accordance with Section 3.7 hereof shall be allocated to the redemption of the Bonds as nearly as practicable on a proportionate basis based on the outstanding principal amount of the Bonds. 21 DOC SOC/1615553v4/022273-0006 (c) Special Mandatory Redemption from Special Tax Prepayments. The Bonds are subject to Special Mandatory Redemption from Special Tax Prepayments as a whole, or in part on a pro rata basis among maturities, on any Interest Payment Date, and shall be redeemed by the Trustee, from Special Tax Prepayments deposited to the Redemption Account pursuant to Section 3.6(b), plus amounts transferred from the Reserve Account pursuant to Section 3.7, at the following redemption prices, expressed as a percentage of the principal amount of the Bonds to be redeemed,together with accrued interest to the date of redemption: Redemption Dates Redemption Price Any Interest Payment Date through March 1, 20_ September 1, 20_and March 1, 20_ September 1, 20_and March 1, 20_ September 1, 20_and any Interest Payment Date thereafter In the event of a partial optional redemption or special mandatory redemption of the Term Bonds, each of the remaining Sinking Fund Payments for such Term Bonds will be reduced, as nearly as practicable, on a pro rata basis. (d) Purchase of Bonds. In lieu of payment at maturity or redemption, moneys in the Special Tax Fund may be used and withdrawn by the Trustee for purchase of Outstanding Bonds, upon the filing with the Trustee of a Certificate of an Authorized Officer requesting such purchase, at a public or private sale as and when, and at such prices (including brokerage and other charges) as such Certificate of an Authorized Officer may provide, but in no event will Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase and any premium which would otherwise be due if the Bonds were to be redeemed in accordance with this Indenture. Section 4.2 Selection of Bonds for Redemption. If less than all of the Bonds Outstanding are to be redeemed (except with respect to mandatory sinking fund redemption in which case selection shall be by lot), the Trustee shall select Bonds pro rata among maturities and by lot within a maturity. The portion of any Bond of a denomination of more than$5,000 to be redeemed shall be in the principal amount of $5,000 or an integral multiple thereof, and, in selecting portions of such Bonds for redemption, the Trustee shall treat each such Bond as representing that number of Bonds of$5,000 denominations which is obtained by dividing the principal amount of such Bond to be redeemed in part by $5,000. The Trustee shall promptly notify the District in writing of the Bonds, or portions thereof, selected for redemption. Section 4.3 Notice of Redemption. When Bonds are to be called for optional or special mandatory redemption under Section 4.1(a) or (c), if the Trustee has received the required notice from the District, the Trustee shall give notice, in the name and at the expense of the District, of the redemption of such Bonds provided, however, that a notice of a redemption with respect to a redemption pursuant to Section 4.1(a) may be conditioned on there being on deposit on the redemption date sufficient money to pay the redemption price of the Bonds to be redeemed. Such notice of redemption shall (a) specify the serial numbers and the maturity date or dates of the Bonds selected for redemption, except that where all the Bonds subject to redemption, or all the Bonds of one maturity, are to be redeemed, the serial numbers thereof need not be specified; (b) state the date fixed for redemption and surrender of the Bonds to be redeemed; (c) state the redemption price; (d) state the place or places where the Bonds are to be surrendered for redemption; and(e) in the case 22 DOC SOC/1615553v4/022273-0006 of Bonds to be redeemed only in part, state the portion of such Bond which is to be redeemed. Such notice may state that redemption is contingent upon the availability of refunding bond proceeds. Such notice shall further state that on the date fixed for redemption, there shall become due and payable on each Bond or portion thereof called for redemption, the principal thereof, together with any premium, and interest accrued to the redemption date, and that from and after such date, interest thereon shall cease to accrue and be payable. At least 30 days but no more than 60 days prior to the redemption date, the Trustee shall mail a copy of such notice, by first class mail, postage prepaid, to the respective Owners thereof at their addresses appearing on the Bond Register. The actual receipt by the Owner of any Bond of notice of such redemption shall not be a condition precedent thereto, and neither the failure to receive such notice nor any defect therein shall affect the validity of the proceedings for the redemption of such Bonds, or the cessation of interest on the redemption date. A certificate by the Trustee that notice of such redemption has been given as herein provided shall be conclusive as against all parties, and the Owner shall not be entitled to show that he or she failed to receive notice of such redemption. In addition to the foregoing notice, further notice shall be given by the Trustee as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. Each further notice of redemption shall be sent not later than the date that notice of redemption is mailed to the Bondowners pursuant to the first paragraph of this Section by registered or certified mail or overnight delivery service to the Depository and to any other registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds as determined by the Trustee and to one or more of the national information services that the Trustee determines are in the business of disseminating notice of redemption of obligations such as the Bonds. Upon the payment of the redemption price of any Bonds being redeemed, each check or other transfer of funds issued for such purpose shall to the extent practicable bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. Section 4.4 Partial Redemption of Bonds. Upon surrender of any Bond to be redeemed in part only, the District shall execute and the Trustee shall authenticate and deliver to the Bondowner, at the expense of the District, a new Bond or Bonds of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Bonds surrendered, with the same interest rate and the same maturity. Section 4.5 Effect of Notice and Availability of Redemption Money. Notice of redemption having been duly given, as provided in Section 4.3, and the amount necessary for the redemption having been made available for that purpose and being available therefor on the date fixed for such redemption: (a) The Bonds, or portions thereof, designated for redemption shall, on the date fixed for redemption, become due and payable at the redemption price thereof as provided in this Indenture, anything in this Indenture or in the Bonds to the contrary notwithstanding; 23 DOCSOC/1615553v4/022273-0006 (b) Upon presentation and surrender thereof at the Corporate Trust Office of the Trustee,the redemption price of such Bonds shall be paid to the Owners thereof; (c) As of the redemption date the Bonds, or portions thereof so designated for redemption shall be deemed to be no longer Outstanding and such Bonds, or portions thereof, shall cease to bear further interest; and (d) As of the date fixed for redemption no Owner of any of the Bonds, or portions thereof so designated for redemption shall be entitled to any of the benefits of this Indenture, or to any other rights, except with respect to payment of the redemption price and interest accrued to the redemption date from the amounts so made available. ARTICLE V COVENANTS AND WARRANTY Section 5.1 Warranty. The District shall preserve and protect the security pledged hereunder to the Bonds against all claims and demands of all persons. Section 5.2 Covenants. So long as any of the Bonds issued hereunder are Outstanding and unpaid, the District makes the following covenants with the Bondowners under the provisions of the Act and this Indenture (to be performed by the District or its proper officers, agents or employees), which covenants are necessary and desirable to secure the Bonds and tend to make them more marketable; provided, however, that said covenants do not require the District to expend any funds or moneys other than the Special Taxes and other amounts deposited to the Special Tax Fund: (a) Punctual Payment: Against Encumbrances. The District covenants that it will receive all Gross Taxes in trust and will deposit the Gross Taxes with the Trustee, as provided in Section 3.3, and the District shall have no beneficial right or interest in the amounts so deposited except as provided by this Indenture. All such Gross Taxes shall be disbursed, allocated and applied solely to the uses and purposes set forth herein, and shall be accounted for separately and apart from all other money, funds, accounts or other resources of the District. Notwithstanding the provisions of this Section, as set forth in Section 8.2, the District shall have the right to accept less than the minimum bid on any delinquent parcel, and is indemnified from legal claim for Owners of the Bonds, if the City Council determines that the acceptance of less than the minimum bid or another action as described in Section 8.2 is in the best interest of the District. The District covenants that it will duly and punctually pay or cause to be paid the principal of and interest on every Bond issued hereunder, together with the premium, if any, thereon on the date, at the place and in the manner set forth in the Bonds and in accordance with this Indenture to the extent that Net Taxes are available therefor, and that the payments into the Funds and Accounts created hereunder will be made, all in strict conformity with the terms of the Bonds and this Indenture, and that it will faithfully observe and-perform all of the conditions, covenants and requirements of this Indenture and of the Bonds issued hereunder. The District will not mortgage or otherwise encumber, pledge or place any charge upon any of the Gross Taxes, except as provided in this Indenture, and (except as set forth herein) will not issue any obligation or security having a lien or charge upon the Net Taxes superior to or on a parity with the Bonds. Nothing herein shall prevent the District from issuing or incurring 24 DOCSOC/1615553v4/022273-0006 indebtedness which is payable from a pledge of Special Taxes which is subordinate in all respects to the pledge of Net Taxes to repay the Bonds. (b) Levy and Collection of Special Tax. Subject to the maximum Special Tax rates, the District will comply with all requirements of the Act so as to assure the timely collection of the Special Taxes, including without limitation, the enforcement of delinquent Special Taxes. On or before each June 1, commencing June 1, 2013, the Trustee shall provide a written notice to the District stating the amounts then on deposit in the various funds and accounts established by the Trustee pursuant to this Indenture. The receipt of such notice by the District shall in no way affect the obligations of the.District under the following paragraphs. Upon receipt of a copy of such notice,the District shall communicate with the Treasurer or other appropriate official of the County of Orange to ascertain the relevant parcels on which the Special Taxes are to be levied, taking into account any parcel splits during the preceding and then current year. The District shall retain an Independent Financial Consultant to assist in the levy of the Special Taxes each Fiscal Year, commencing Fiscal Year 2013-14, in accordance with the Ordinance, such that the computation of the levy is complete before the final date on which the Treasurer will accept the transmission of the Special Tax amounts for the parcels within the District for inclusion on the next secured tax roll. Upon the completion of the computation of the amounts of the levy, and approval by the legislative body of the District, the District shall prepare or cause to be prepared, and shall transmit to the Treasurer, such data as the Treasurer requires to include the levy of the Special Taxes on the next secured tax roll. The District shall fix and levy the amount of Special Taxes within the District required for the payment of principal of and interest on Outstanding Bonds becoming due and payable during the ensuing year including any necessary replenishment or expenditure of the Reserve Account for the Bonds, an amount equal to the estimated Administrative Expenses and any additional amounts necessary for expenses incurred in connection with administration or enforcement of delinquent Special Taxes. The District further covenants that it will take no actions that would discontinue or cause the discontinuance of the Special Tax levy or the District's authority to levy the Special Tax for so long as the Bonds are Outstanding, including the initiation of proceedings under the Act to reduce the Maximum Special Tax rates (the "Maximum Rates") on Taxable Property in the District below the amounts which are necessary to pay Administrative Expenses and to provide Special Taxes in an amount equal to one hundred ten percent (110%) of Maximum Annual Debt Service on the Outstanding Bonds. For purposes of this covenant, Taxable Property is as defined in the Rate and Method of Apportionment. The Special Taxes shall be payable and collected in the same manner and at the same time and in the same installment as the general taxes on real property are payable, and have the same priority, become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property; provided, the legislative.body of the District may provide for direct collection of the Special Taxes in certain circumstances. The fees and expenses of the Independent Financial Consultant retained by the District to assist in computing the levy of the Special Taxes hereunder and any reconciliation of amounts levied to amount received, as well as the costs and expenses of the District (including a 25 DOCSOC/1615553v4/022273-0006 charge for District staff time) in conducting its duties hereunder, shall be an Administrative Expense hereunder. (c) Commence Foreclosure Proceedings. Pursuant to Section 53356.1 of the Act, the District hereby covenants with and for the benefit of the Bondowners that it will order, and cause to be commenced, on or before October 1 of the Fiscal Year immediately following the Fiscal Year in which a delinquency in the payment of a Special Tax occurs, and thereafter diligently prosecute to judgment (unless such delinquency is theretofore brought current), an action in the superior court to foreclose the lien of any Special Tax or installment thereof not paid when due; provided that the District need not commence or pursue such proceedings with respect to any property owned by a single property owner who is delinquent in the payment of Special Taxes in an amount less than $5,000 if both (i)the aggregate amount of such delinquent Special Taxes does not exceed 5% of the total Special Taxes due and payable for the Fiscal Year in question and (ii)the balance on deposit in the Reserve Account of the Special Tax Fund is not less than the Reserve Requirement. Special Taxes collected as a result of a foreclosure proceeding shall be deposited in the Special Tax Fund and only inure to the benefit of the Bonds in the manner provided in Section 3.2. (d) Payment of Claims. The District will pay and discharge any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon the Net Taxes or any part thereof, or upon any funds in the hands of the Trustee, or which might impair the security of the Bonds then Outstanding; provided however that nothing herein contained shall require the District to make any such payments so long as the District in good faith shall contest the validity of any such claims. (e) Books and Accounts. The District will keep proper books of records and accounts, separate from all other records and accounts of the District, in which complete and correct entries shall be made of all transactions relating to the improvements constructed with the proceeds of bonded indebtedness issued by the District, the levy of the Special Tax and the deposits to the Special Tax Fund. Such books of records and accounts shall at all times during business hours be subject to the inspection of the Owners of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding or their representatives authorized in writing. (f) Federal Tax Covenants. Notwithstanding any other provision of this Indenture, absent an opinion of Bond Counsel that the exclusion from gross income for federal income tax purposes of interest on the Bonds issued on a tax-exempt basis will not be adversely affected, the District covenants to comply with all applicable requirements of the Code necessary to preserve such exclusion from gross income and specifically covenants, without limiting the generality of the foregoing, as follows: (1) Private Activity. The District will take no action or refrain from taking any action or make any use of the proceeds of the Bonds or of any other monies or property which would cause the Bonds issued on a tax-exempt basis for federal income tax purposes to be "private activity bonds"within the meaning of Section 141 of the Code. (2) Arbitrage. The District will make no use of the proceeds of the Bonds or of any other amounts or property, regardless of the source, or take any action or refrain from 26 DOCSOC/1615553v4/022273-0006 taking any action which will cause the Bonds issued on a tax-exempt basis for federal income tax purposes to be "arbitrage bonds"within the meaning of Section 148 of the Code. (3) Federal Guaranty. The District will make no use of the proceeds of the Bonds or take or omit to take any action that would cause the Bonds issued on a tax-exempt basis for federal income tax purposes to be "federally guaranteed" within the meaning of Section 149(b)of the Code. (4) Information Reporting. The District will take or cause to be taken all necessary action to comply with the informational reporting requirement of Section 149(e) of the Code. (5) Hedge Bonds. The District will make no use of the proceeds of the Bonds or any other amounts or property, regardless of the source, or take any action or refrain from taking any action that would cause the Bonds issued on a tax-exempt basis for federal income tax purposes to be considered "hedge bonds" within the meaning of Section 149(g) of the Code unless the District takes all necessary action to assure compliance with the requirements of Section 149(g) of the Code to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds. (6) Miscellaneous. The District will take no action or refrain from taking any action inconsistent with its expectations stated in the Tax Certificate executed on the Delivery Date by the District in connection with the Bonds and will comply with the covenants and requirements stated therein and incorporated by reference herein. (7) Other Tax Exempt Issues. The District will not use proceeds of other tax exempt securities to redeem any Bonds without first obtaining the written opinion of Bond Counsel that doing so will not impair the exclusion from gross income for federal income tax purposes of interest on the Bonds issued on a tax-exempt basis. (g) Covenants to Defend. The District covenants that, in the event that any initiative is adopted by the qualified electors in the District which purports to reduce the maximum Special Tax below the levels specified in Section 5.2(b) above or to limit the power of the District to levy the Special Taxes for the purposes set forth in Section 5.2(b) above, it will commence and pursue legal action in order to preserve its ability to comply with such covenants. (h) Limitation on Right to Tender Bonds. The District hereby covenants that it will not adopt any policy pursuant to Section 53341.1 of the Act permitting the tender of Bonds in full payment or partial payment of any Special Tax unless the District shall have first received a certificate from an Independent Financial Consultant that the acceptance of such a tender will not result in the District having insufficient Special Tax revenues to pay the principal of and interest on the Bonds when due. W Continuing Disclosure Covenant. The District hereby covenants and agrees that it will comply with and carry out all of its obligations under the Continuing Disclosure Agreement. Notwithstanding any other provision of this Indenture, failure of the District to comply with its obligations under the Continuing Disclosure Agreement shall not be considered an event of default under this Indenture, and the sole remedy, in the event of any failure of the District to comply with the Continuing Disclosure Agreement shall be an action to compel performance. 27 DOCSOC/1615553v4/022273-0006 0) Opinions. In the event that an opinion is rendered by Bond Counsel as provided herein from a firm other than the firm which rendered the Bond Counsel opinion at closing, such subsequent opinion by Bond Counsel shall also include the conclusions set forth in numbered paragraphs 1, 2, 3 and 4 of the original Bond Counsel opinion. (k) Further Assurances. The District shall make, execute and deliver any and all such further agreements, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture and for the better assuring and confirming unto the Owners of the Bonds of the rights and benefits provided in this Indenture. ARTICLE VI AMENDMENTS TO INDENTURE Section 6.1 Supplemental Indentures or Orders Not Requiring Bondowner Consent. The District may from time to time, and at any time, without notice to or consent of any of the Bondowners, adopt Supplemental Indentures for any of the following purposes: (a) to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Indenture or in any Supplemental Indenture, provided that such action is not materially adverse to the interests of the Bondowners; (b) to add to the covenants and agreements of and the limitations and the restrictions upon the District contained in this Indenture, other covenants, agreements, limitations and restrictions to be observed by the District which are not contrary to or inconsistent with this Indenture as theretofore in effect or which further secure Bond payments; (c) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, or to comply with the Code or regulations issued thereunder, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which shall not materially adversely affect the interests of the Owners of the Bonds then Outstanding; (d) to modify, alter or amend the Rate and Method of Apportionment in any manner so long as such changes do not reduce the maximum Special Taxes that may be levied in each year on Developed Property (as defined in the Rate and Method of Apportionment) below the amounts which are necessary to pay Administrative Expenses and to provide Special Taxes in an amount equal to one hundred ten percent (110%) of Maximum Annual Debt Service on the Bonds Outstanding as of the date of such amendment; (e) to modify, alter, amend or supplement this Indenture in any other respect which is not materially adverse to the Bondowners; provided that any amendment or supplement to this Indenture which will affect the Trustee's duties or protections set forth hereunder shall be effective only upon written consent of the Trustee; or Section 6.2 Supplemental Indentures or Orders Requiring Bondowner Consent. Exclusive of the Supplemental Indentures set forth in Section 6.1, the Owners of not less than a 28 DOC S OC/1615553v4/022273-0006 majority of in aggregate principal amount of the Bonds Outstanding shall have the right to consent to and approve the adoption by the District of such Supplemental Indentures as shall be deemed necessary or desirable by the District for the purpose of waiving, modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture; provided, however, that nothing herein shall permit, or be construed as permitting, (a)an extension of the maturity date of the principal, or the payment date of interest on, any Bond; (b) a reduction in the principal amount of, or redemption premium on, any Bond or the rate of interest thereon; (c)a preference or priority of any Bond over any other Bond; or (d) a reduction in the aggregate principal amount of the Bonds the Owners of which are required to consent to such Supplemental Indenture, without the consent of the Owners of all Bonds then Outstanding. If at any time the District shall desire to adopt a Supplemental Indenture, which pursuant to the terms of this Section shall require the consent of the Bondowners, the District shall so notify the Trustee and shall deliver to the Trustee a copy of the proposed Supplemental Indenture. The Trustee shall, at the expense of the District, cause notice of the proposed Supplemental Indenture to be mailed, by first class mail, postage prepaid,to all Bondowners at their addresses as they appear in the Bond Register. Such notice shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that a copy thereof is on file at the office of the Trustee for inspection by all Bondowners. The failure of any Bondowners to receive such notice shall not affect the validity of such Supplemental Indenture when consented to and approved by the Owners of not less than a majority in aggregate principal amount of the Bonds Outstanding as required by this Section. Whenever at any time within one year after the date of the first mailing of such notice, the Trustee shall receive an instrument or instruments purporting to be executed by the Owners of not less than a majority in aggregate principal amount of the Bonds Outstanding, which instrument or instruments shall refer to the proposed Supplemental Indenture described in such notice, and shall specifically consent to and approve the adoption thereof by the District substantially in the form of the copy referred to in such notice as on file with the Trustee, such proposed Supplemental Indenture, when duly adopted by the District, shall thereafter become a part of the proceedings for the issuance of the Bonds. In determining whether the Owners of a majority of the aggregate principal amount of the Bonds have consented to the adoption of any Supplemental Indenture, Bonds which are owned by the District or by any person directly or indirectly controlling or controlled by or under the direct or indirect common control with the District, shall be disregarded and shall be treated as though they were not Outstanding for the purpose of any such determination. Upon the adoption of any Supplemental Indenture and the receipt of consent to any such Supplemental Indenture from the Owners of not less than a majority in aggregate principal amount of the Outstanding Bonds in instances where such consent is required pursuant to the provisions of this section, this Indenture shall be, and shall be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the District and all Owners of Outstanding Bonds shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments. Section 6.3 Notation of Bonds; Delivery of Amended Bonds. After the effective date of any action taken as hereinabove provided, the District may determine that the Bonds may bear a notation, by endorsement in form approved by the District, as to such action, and in that case upon demand of the Owner of any Outstanding Bond at such effective date and presentation of his Bond for the purpose at the office of the Trustee or at such additional offices as the Trustee may select and designate for that purpose, a suitable notation as to such action shall be made on such Bonds. If the District shall so determine, new Bonds so modified as, in the opinion of the District, shall be 29 DOCSOC/1615553v4/022273-0006 necessary to conform to such action shall be prepared and executed, and in that case upon demand of the Owner of any Outstanding Bond at such effective date such new Bonds shall be exchanged at the office of the Trustee or at such additional offices as the Trustee may select and designate for that purpose, without cost to each Owner of Outstanding Bonds, upon surrender of such Outstanding Bonds. ARTICLE VII TRUSTEE Section 7.1 Trustee. The Bank of New York Mellon Trust Company, N.A., having a corporate trust office in Los Angeles, California, is hereby appointed Trustee for the District for the purpose of receiving all money which the District is required to deposit with the Trustee hereunder and to allocate, use and apply the same as provided in this Indenture. In the event that the District fails to deposit with the Trustee any amount due hereunder when due, the Trustee shall provide telephonic notice to the District and shall confirm the amount of such shortfall in writing to the extent such amount is known to the Trustee. The Trustee is hereby authorized to and shall mail by first class mail, postage prepaid, or pay by wire transfer as provided in Section 2.5 hereof, interest payments to the Bondowners, to select Bonds for redemption, and to maintain the Bond Register. The Trustee is hereby authorized to pay the principal of and premium, if any, on the Bonds when the same are duly presented to it for payment at maturity or on call and redemption, to provide for the registration of transfer and exchange of Bonds presented to it for such purposes, to provide for the cancellation of Bonds all as provided in this Indenture, and to provide for the authentication of Bonds, and shall perform all other duties assigned to or imposed on it as provided in this Indenture. The Trustee shall keep accurate records of all funds administered by it and all Bonds paid, discharged and cancelled by it. The Trustee shall deliver to the District a monthly accounting of the Funds and Accounts it holds under this Indenture; provided, however, that the Trustee shall not be obligated to deliver such accounting for any Fund or Account that has a balance of zero. The Trustee may establish such Funds and Accounts as it deems necessary or appropriate to perform its obligations hereunder. The Trustee is hereby authorized to redeem the Bonds when duly presented for payment at maturity, or on redemption prior to maturity. The Trustee shall cancel all Bonds upon payment thereof in accordance with the provisions of Section 10.1 hereof. The District shall from time to time, subject to any agreement between the District and the Trustee then in force, pay to the Trustee compensation for its services, reimburse the Trustee for all its advances and expenditures, including, but not limited to, advances to and fees and expenses of independent accountants or counsel employed by it in the exercise and performance of its powers and duties hereunder, and indemnify and save the Trustee, its officers, directors, employees and agents, harmless from and against costs, claims, expenses and liabilities not arising from its own negligence or willful misconduct which it may incur in the exercise and performance of its powers and duties hereunder. The obligations of the District under this Section shall survive the discharge of the Bonds and the resignation or removal of the Trustee. Section 7.2 Removal of Trustee. The District may at any time at its sole discretion remove the Trustee initially appointed, and any successor thereto, by delivering to the Trustee a written notice of its decision to remove the Trustee and may appoint a successor or successors 30 DOC SOC/1 61555 3v4/022273-0006 thereto; provided that any such successor shall be a bank or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least fifty million dollars ($50,000,000), and subject to supervision or examination by federal or state authority. Any removal shall become effective only upon acceptance of appointment by the successor Trustee. If any bank or trust company appointed as a successor publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Section 7.3 Resignation of Trustee. The Trustee may at any time resign by giving written notice to the District and by giving to the Owners notice of such resignation, which notice shall be mailed to the Owners at their addresses appearing in the registration books in the office of the Trustee. Upon receiving such notice of resignation, the District shall promptly appoint a successor Trustee by an instrument in writing. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section within thirty (30) days after the Trustee shall have given to the District and the Owners written notice, the Trustee, at the expense of the District, or the District may apply to any court of competent jurisdiction to appoint a successor Trustee. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Trustee, which successor shall be acceptable to the District. Section 7.4 Liability of Trustee. The recitals of fact and all promises, covenants and agreements contained herein and in the Bonds shall be taken as statements, promises, covenants and agreements of the District, and the Trustee assumes no responsibility for the correctness of the same and makes no representations as to the validity or sufficiency of this Indenture or the Bonds and shall incur no responsibility in respect thereof, other than in connection with its duties or obligations specifically set forth herein, in the Bonds, or in the certificate of authentication assigned to or imposed upon the Trustee. The Trustee shall be under no responsibility or duty with respect to the issuance of the Bonds for value. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, Bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel, who may be counsel to the District, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered hereunder in good faith and in accordance therewith. The Trustee shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed. Whenever in the administration of its duties under this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a written certificate of the District, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions of this Indenture upon the faith thereof, 31 DOC SOC/1615553v4/022273-0006 but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee shall have no responsibility with respect to any information, statement, or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. No provision of this Indenture or any other document related hereto shall require the Trustee to risk or advance its own funds or otherwise incur any financial liability in the performance of its duties or the exercise of its rights hereunder. The immunities extended to the Trustee also extend to its directors, officers, employees and agents. Section 7.5 Mereer or Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, shall be the successor to the Trustee without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. ARTICLE VIII EVENTS OF DEFAULT; REMEDIES Section 8.1 Events of Default. Any one or more of the following events shall constitute an"Event of Default": (a) Default in the due and punctual payment of the principal of or redemption premium, if any, on any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise; (b) Default in the due and punctual payment of the interest on any Bond when and as the same shall become due and payable; or (c) Except as described in (a) or (b), default shall be made by the District in the observance of any of the agreements, conditions or covenants on its part contained in this Indenture, the Bonds, and such default shall have continued for a period of thirty (30) days after the District shall have been given notice in writing of such default by the Trustee or the Owners of twenty-five percent(25%) in aggregate principal amount of the Outstanding Bonds. Section 8.2 Remedies of Owners. Following the occurrence of an Event of Default, any Owner shall have the right for the equal benefit and protection of all Owners similarly situated: (a) By mandamus or other suit or proceeding at law or in equity to enforce his rights against the District and any of the members, officers and employees of the District, and to compel the District or any such members, officers or employees to perform and carry out their duties under the Act and their agreements with the Owners as provided in this Indenture; 32 DOCSOC/1615553v4/022273-0006 (b) By suit in equity to enjoin any actions or things which are unlawful or violate the rights of the Owners; or (c) By a suit in equity to require the District and its members, officers and employees to account as the trustee of an express trust. Nothing in this Article or in any other provision of this Indenture, the Bonds shall affect or impair the obligation of the District, which is absolute and unconditional, to pay the interest on and principal of the Bonds to the respective Owners thereof at the respective dates of maturity, as herein provided, out of the Net Taxes pledged for such payment, or affect or impair the right of action, which is also absolute and unconditional, of such Owners to institute suit to enforce such payment by virtue of the contract embodied in the Bonds and in this Indenture. The principal of the Bonds shall not be subject to acceleration hereunder. A waiver of any default or breach of duty or contract by any Owner shall not affect any subsequent default or breach of duty or contract, or impair any rights or remedies on any such subsequent default or breach. No delay or omission by any Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Owners by the Act or by this article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Owners. If any suit, action or proceeding to enforce any right or exercise any remedy is abandoned or determined adversely to the Owners, the District and the Owners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. No remedy herein conferred upon or reserved to the Owners is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the Act or any other law. In case the moneys held by the Trustee after an Event of Default pursuant to Section 8.1(a)or (b) shall be insufficient to pay in full the whole amount so owing and unpaid upon the Bonds,then all available amounts shall be applied to the payment of such principal and interest without preference or priority of principal over interest, or interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest. ARTICLE IX DEFEASANCE Section 9.1 Defeasance. If the District shall pay or cause to be paid, or there shall otherwise be paid, to the Owner of an Outstanding Bond the interest due thereon and the principal thereof, at the times and in the manner stipulated in this Indenture or any Supplemental Indenture, then the Owner of such Bond shall cease to be entitled to the pledge of Net Taxes, and, other than as set forth below, all covenants, agreements and other obligations of the District to the Owner of such Bond under this Indenture shall thereupon cease, terminate and become void and be discharged and satisfied. In the event of a defeasance of all Outstanding Bonds pursuant to this Section, upon 33 DOCSOC/161555 3v4/022273-0006 payment of all amounts owed by the District to the Trustee hereunder, the Trustee shall execute and deliver to the District all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee shall, after payment of amounts payable to the Trustee hereunder, pay over or deliver to the District's general fund all money or securities held by it pursuant to this Indenture which are not required for the payment of the interest due on and the principal of such Bonds. Any Outstanding Bond shall be deemed to have been paid within the meaning expressed in the first paragraph of this section if such Bond is paid in any one or more of the following ways: (a) by paying or causing to be paid the principal of, premium, if any, and interest on such Bond, as and when the same become due and payable; N by depositing with the Trustee, in trust, at or before maturity, money which, together with the amounts then on deposit in the Special Tax Fund are available for such purpose, is fully sufficient to pay the principal of, premium, if any, and interest on such Bond, as and when the same shall become due and payable; or (c) by depositing with the Trustee, or another escrow bank appointed by the District, in trust, direct, noncallable Federal Securities, of the type defined in the definition thereof set forth in Section 1.1 hereof, in which the District may lawfully invest its money, in such amount as an Independent Financial Consultant shall determine will be sufficient, together with the interest to accrue thereon and moneys then on deposit in the Special Tax Fund are available for such purpose, together with the interest to accrue thereon, to pay and discharge the principal of, premium, if any, and interest on such Bond, as and when the same shall become due and payable; If paid as provided above, then, at the election of the District, and notwithstanding that any Outstanding Bonds shall not have been surrendered for payment, all obligations of the District under this Indenture and any Supplemental Indenture with respect to such Bond shall cease and terminate, except for the obligation of the Trustee to pay or cause to be paid to the Owners of any such Bond not so surrendered and paid, all sums due thereon and except for the covenants of the District contained in Section 5.2(f) relating to compliance with the Code. Notice of such election shall be filed with the Trustee not less than thirty (30) days prior to the proposed defeasance date. In connection with a defeasance under (b) or (c) above, there shall be provided to the Trustee a certificate of a certified public accountant stating its opinion as to the sufficiency of the moneys or securities deposited with the Trustee or the escrow bank to pay and discharge the principal of and interest on all Outstanding Bonds to be defeased in accordance with this Section, as and when the same shall become due and payable, and an opinion of Bond Counsel (which may rely upon the opinion of the certified public accountant) to the effect that the Bonds being defeased have been legally defeased in accordance with this Indenture and any applicable Supplemental Indenture. Upon a defeasance, the Trustee, upon request of the District, shall release the rights of the Owners of such Bonds which have been defeased under this Indenture and any Supplemental Indenture,and execute and deliver to the District all such instruments as may be desirable to evidence such release, discharge and satisfaction. In the case of a defeasance hereunder of all Outstanding Bonds, the Trustee shall pay over or deliver to the District any funds held by the Trustee at the time of a defeasance, which are not required for the purpose of paying and discharging the principal of or interest on the Bonds when due and any fees and expenses of the Trustee remaining unpaid. The Trustee shall, at the written direction of the District, mail, first class, postage prepaid, a notice to the 34 DOCS OC/1615553v4/022273-0006 Bondowners whose Bonds have been defeased, in the form directed by the District, stating that the defeasance has occurred. ARTICLE X MISCELLANEOUS Section 10.1 Cancellation of Bonds. All Bonds surrendered to the Trustee for payment upon maturity or for redemption shall upon payment therefor and any Bond purchased by the District as authorized herein shall be cancelled forthwith and shall not be reissued. The Trustee shall destroy such Bonds, as provided by law, and, upon written request from the District, furnish to the District a certificate of such destruction. Section 10.2 Execution of Documents and Proof of Ownership. Any request, direction, consent, revocation of consent, or other instrument in writing required or permitted by this Indenture to be signed or executed by Bondowners may be in any number of concurrent instruments of similar tenor may be signed or executed by such Owners in person or by their attorneys appointed by an instrument in writing for that purpose, or by the bank, trust company or other depository for such Bonds. Proof of the execution of any such instrument, or of any instrument appointing any such attorney, and of the ownership of Bonds shall be sufficient for the purposes of this Indenture (except as otherwise herein provided), if made in the following manner: (a) The fact and date of the execution by any Owner or his or her attorney of any such instrument and of any instrument appointing any such attorney, may be proved by a signature guarantee of any bank or trust company located within the United States of America. Where any such instrument is executed by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such signature guarantee shall also constitute sufficient proof of his authority. (b) As to any Bond, the person in whose name the same shall be registered in the Bond Register shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bond, and the interest thereon, shall be made only to or upon the order of the registered Owner thereof or his or her legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond and the interest thereon to the extent of the sum or sums to be paid. Neither the District nor the Trustee shall be affected by any notice to the contrary. Nothing contained in this Indenture shall be construed as limiting the Trustee or the District to such proof, it being intended that the Trustee or the District may accept any other evidence of the matters herein stated which the Trustee or the District may deem sufficient. Any request or consent of the Owner of any Bond shall bind every future Owner of the same Bond in respect of anything done or suffered to be done by the Trustee in pursuance of such request or consent. Section 10.3 Unclaimed Moneys. Anything in this Indenture to the contrary notwithstanding and subject to the escheat laws of the State, any money held by the Trustee in trust for the payment and discharge of any of the Outstanding Bonds which remain unclaimed for two (2) years after the date when such Outstanding Bonds have become due and payable, if such money was held by the Trustee at such date, or for two (2) years after the date of deposit of such money if deposited with the Trustee after the said date when such Outstanding Bonds become due and 35 DOC SOC/1615553v4/022273-0006 payable, shall be repaid by the Trustee to the District, as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall look only to the District for the payment of such Outstanding Bonds; provided, however, that, before being required to make any such payment to the District or the Trustee shall, at the expense of the District, cause to be mailed to the registered Owners of such Outstanding Bonds at their addresses as they appear on the registration books of the Trustee a notice that said money remains unclaimed and that, after a date named in said notice, which date shall not be less than thirty(30) days after the date of the mailing of such notice, the balance of such money then unclaimed will be returned to the District. Section 10.4 Provisions Constitute Contract. The provisions of this Indenture shall constitute a contract between the District and the Bondowners and the provisions hereof shall be construed in accordance with the laws of the State of California. In case any suit, action or proceeding to enforce any right or exercise any remedy shall be brought or taken and, should said suit, action or proceeding be abandoned, or be determined adversely to the Bondowners or the Trustee, then the District, the Trustee and the Bondowners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. After the issuance and delivery of the Bonds this Indenture shall be irrepealable, but shall be subject to modifications to the extent and in the manner provided in this Indenture, but to no greater extent and in no other manner. Section 10.5 Future Contracts. Nothing herein contained shall be deemed to restrict or prohibit the District from making contracts or creating bonded or other indebtedness payable from a pledge of the Net Taxes which are subordinate to the pledge hereunder, or which is payable from the general fund of the District or from taxes or any source other than the Net Taxes as defined herein. Section 10.6 Further Assurances. The District will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture, and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in this Indenture. Section 10.7 Severability. If any covenant, agreement or provision, or any portion thereof, contained in this Indenture, or the application thereof to any person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of this Indenture and the application of any such covenant, agreement or provision, or portion thereof, to other persons or circumstances, shall be deemed severable and shall not be affected thereby, and this Indenture, the Bonds issued pursuant hereto shall remain valid and the Bondowners shall retain all valid rights and benefits accorded to them under the laws of the State of California. Section 10.8 Notices. Any notices required to be given to the District with respect to the Bonds or this Indenture shall be mailed, first class, postage prepaid or personally delivered to the Director of Finance of the City of Huntington Beach, 2000 Main Street, Huntington Beach, California 92648, and all notices to the Trustee shall be mailed, first class, or personally delivered to the Trustee at The Bank of New York Mellon Trust Company, N.A., 400 South Hope Street, Suite 400, Los Angeles, CA 90017, Attention_ Ref: City of Huntington Beach Community Facilities District No. 2002-1 Improvement Area A. 36 DOCSOC/1615553v4/022273-0006 Section 10.9 Action on Next Business Day. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Indenture, is not a Business Day, such payment, with no interest accruing for the period from and after such nominal date, may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided therefore in this Indenture. 37 DOCSOC/1615553v4/022273-0006 SIGNED AND APPROVED as of the day and year first written above by the Director of Finance of the City of Huntington Beach, acting on behalf of CITY OF HUNTINGTON BEACH FACILITIES COMMUNITY FACILITIES DISTRICT NO. 2002-1 and attested to by the City Clerk and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in token of its acceptance of the duties of the Trustee created hereunder, has caused this Indenture to be signed in its corporate name by its officer identified below, all as of the day and year first above written. By: Director of Finance of the City of Huntington Beach, for and on behalf of City of Huntington Beach Community Facilities District No. 2002-1 ATTEST: City Clerk of the City of Huntington Beach, acting on behalf of City of Huntington Beach Community Facilities District No. 2002-1 THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., as Trustee By: Authorized Officer S-1 DOC SOC/1615 553v4/022273-0006 EXHIBIT A [FORM OF BOND] Unless this Bond certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC'), to the District or its agent for registration of transfer, exchange, or payment, and any Bond certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VAL UE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. No. $ UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO.2002-1 2013 SPECIAL TAX REFUNDING BONDS INTEREST RATE MATURITY DATE DATED DATE CUSIP®NUMBER % September 1, ,2013 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: AND NO/100 DOLLARS CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1 2013 (the"District"), located in the City of Huntington Beach, County of Orange, State of California, FOR VALUE RECEIVED, hereby promises to pay, solely from certain amounts held under the Indenture (as hereinafter defined), to the Registered Owner named above, or registered assigns, on the Maturity Date set forth above, unless redeemed prior thereto as hereinafter provided, the Principal Amount set forth above, and to pay interest on such Principal Amount from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication hereof to which interest has been paid or duly provided in full, unless (i)the date of authentication is an Interest Payment Date in which event interest shall be payable from such date of authentication, (ii)the date of authentication is after a Record Date (as hereinafter_ defined) but prior to the immediately succeeding Interest Payment Date, in which event interest shall be payable from the Interest Payment Date immediately succeeding the date of authentication or (iii)the date of authentication is prior to the close of business on the first Record Date in which event interest shall be payable from the Dated Date set forth above; provided, however, that if at the time of authentication of this Bond interest is in default, interest on this Bond shall be payable from the last Interest Payment Date to which the interest has been paid or made available for payment or, if no interest has been paid or made A-1 DOC SOC/1615553v4/022273-0006 available for payment, interest on this Bond shall be payable from the Dated Date set forth above. Interest will be paid semiannually on March 1 and September 1 (each, an "Interest Payment Date"), commencing March 1, 2014, at the Interest Rate set forth above, until the Principal Amount hereof is paid or made available for payment. The principal of this Bond is payable to the Registered Owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the corporate trust office of The Bank of New York Mellon Trust Company, N.A. (the "Trustee"). Interest on this Bond shall be paid by check of the Trustee mailed by first class mail, postage prepaid, or, upon request of any Registered Owner of at least $1,000,000 of Bonds, by wire transfer to an account in the continental United States of the Registered Owner hereof prior to the Record Date as of the close of business on the fifteenth day of the month preceding an Interest Payment Date (the "Record Date") at such Registered Owner's address as it appears on the registration books maintained by the Trustee. This Bond is one of a duly authorized issue of "City of Huntington Beach Community Facilities District No. 2002-1 2013 Special Tax Refunding Bonds" (the "Bonds") issued in the aggregate principal amount of $ pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being Sections 53311, et seq., of the California Government Code (the "Act"), for the purpose of refunding the District's 2001 Special Tax Refunding Bonds, and paying certain costs related to the issuance of the Bonds and funding a reserve account. The issuance of the Bonds and the terms and conditions thereof are provided for by a resolution adopted by the City Council of the City of Huntington Beach, acting in its capacity as the legislative body of the District (the "Legislative Body") on , 2013, and a Bond Indenture dated as of 1, 2013, by and between the District and The Bank of New York Mellon Trust Company, N.A., as Trustee, executed in connection therewith (the "Indenture"), and this reference incorporates the Indenture herein, and by acceptance hereof the Registered Owner of this Bond assents to said terms and conditions. The Indenture is executed under and this Bond is issued under, and both are to be construed in accordance with, the laws of the State of California. Pursuant to the Act and the Indenture, the principal of and interest on this Bond are payable solely from the portion of the annual special taxes authorized under the Act to be levied and collected within the District and which are pledged to the repayment of the Bonds (the "Special Taxes"). Any amounts for the payment hereof shall be limited to the Special Taxes pledged and collected or foreclosure proceeds received following a default in payment of the Special Taxes and other amounts on deposit in the Special Tax Fund, except to the extent that other provision for payment has been made by the Legislative Body, as may be permitted by law. The District has covenanted for the benefit of the owners of the Bonds that under certain circumstances it will commence and diligently pursue to completion appropriate foreclosure proceedings in the event of delinquencies of Special Tax installments levied for payment of principal and interest on the Bonds. A-2 DOCSOC/1615553v4/022273-0006 The Bonds are subject, at the option of the District, to call and redemption from any available source of funds prior to their stated maturity on any Interest Payment Date, as a whole or in part, and by lot, at the following redemption prices expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the date of redemption: Redemption Redemption Dates Price Any Interest Payment Date through March 1, 20_ % September 1, 20_and March 1, 20_ September 1, 20_and March 1, 20_ September 1, 20_and any Interest Payment Date thereafter The Bonds maturing on September 1, 20_are subject to mandatory sinking fund redemption in part, by lot, on September 1, 20_and on each September 1 thereafter to maturity, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, as follows: Term Bonds Due on September 1,20_ Year (September 1) Principal Amount (Maturity) The Bonds are subject to Special Mandatory Redemption from Special Tax Prepayments on any Interest Payment Date, in whole or in part, at the following redemption prices, expressed as a percentage of the principal amount of the Bonds to be redeemed, together with accrued interest to the date of redemption: Redemption Dates Redemption Price Any Interest Payment Date through March 1, 20_ September 1, 20_and March 1, 20_ September 1, 20_and March 1, 20 September 1, 20_and any Interest Payment Date thereafter Notice of redemption with respect to the Bonds to be redeemed shall be mailed to the registered owners thereof not less than 30 nor more than 60 days prior to the redemption date by first class mail, postage prepaid, to the addresses set forth in the registration books. Neither a failure of the Registered Owner hereof to receive such notice nor any defect therein will affect the validity of the proceedings for redemption. All Bonds or portions thereof so called for redemption will cease to accrue interest on the specified redemption date; provided that funds for the redemption are on deposit with the Trustee on the redemption date. Thereafter, the registered owners of such Bonds shall have no rights except to receive payment of the redemption price upon the surrender of the Bonds. A-3 DOCSOC/1615553v4/022273-0006 This Bond shall be registered in the name of the Registered Owner hereof, as to both principal and interest, and the District and the Trustee may treat the Registered Owner hereof as the absolute owner for all purposes and shall not be affected by any notice to the contrary. The Bonds are issuable only in fully-registered form in the denomination of$5,000 or any integral multiple of$5,000 and may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations of the same issue and maturity, all as more fully set forth in the Indenture. This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the corporate trust office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, upon surrender and cancellation of this Bond. Upon such transfer, a new registered Bond of authorized denomination or denominations for the same aggregate principal amount of the same issue and maturity will be issued to the transferee in exchange therefor. The Trustee shall not be required to register transfers or make exchanges of(i)any Bonds for a period of 15 days next preceding any selection of the Bonds to be redeemed, or (ii)any Bonds chosen for redemption. The rights and obligations of the District and of the registered owners of the Bonds may be amended at any time, and in certain cases without notice to or the consent of the registered owners, to the extent and upon the terms provided in the Indenture. The principal of this Bond is not subject to acceleration. If the District shall pay or cause to be paid to the Owner of this Bond the interest due hereon and the principal hereof, at the times and in the manner stipulated herein and in the Indenture, or if there has been deposited with the Trustee moneys or investment securities, which together with the interest to accrue thereon without further investment, will be fully sufficient to pay and discharge the principal of, premium, if any, and interest on all Bonds Outstanding as and when the same shall become due and payable, then the Owner of this Bond shall cease to be entitled to the pledge of Net Taxes under the Indenture, and all covenants, agreements and other obligations of the District to the Owner of this Bond under the Indenture shall thereupon cease, terminate and become void and be discharged and satisfied. THE BONDS DO NOT CONSTITUTE OBLIGATIONS OF THE CITY OF HUNTINGTON BEACH OR OF THE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1 FOR WHICH THE CITY OF HUNTINGTON BEACH OR THE DISTRICT IS OBLIGATED TO LEVY OR PLEDGE, OR HAS LEVIED OR PLEDGED, GENERAL OR SPECIAL TAXES, OTHER THAN THE SPECIAL TAXES REFERENCED HEREIN. THE BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE FROM THE PORTION OF THE SPECIAL TAXES PLEDGED UNDER THE INDENTURE BUT ARE NOT A DEBT OF THE CITY OF HUNTINGTON BEACH, THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION OR RESTRICTION. This Bond shall not become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Trustee. A-4 DOCSOC/1615553v4/022273-0006 IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law, and that the amount of this Bond, together with all other indebtedness of the District, does not exceed any debt limit prescribed by the laws or Constitution of the State of California. IN WITNESS WHEREOF, the City of Huntington Beach Community Facilities District No. 2002-1 has caused this Bond to be dated as of the Dated Date,to be executed on behalf of the District by the Mayor of the City of Huntington Beach by facsimile signature and attested by the facsimile signature of the City Clerk. Mayor of the City of Huntington Beach, for and on behalf of City of Huntington Beach Community Facilities District No. 2002-1 ATTEST: City Clerk of the City of Huntington Beach, acting on behalf of City of Huntington Beach Community Facilities District No. 2002-1 [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION AND REGISTRATION] This is one of the Bonds described in the within-defined Indenture. Dated: THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., as Trustee By: Authorized Officer A-5 DOCSOC/1615553v4/022273-0006 [FORM OF LEGAL OPINION] The following is a true copy of the opinion rendered by Stradling Yocca Carlson& Rauth, a Professional Corporation, Newport Beach, California, in connection with the issuance of, and dated as of the date of the original delivery of, the Bonds. A signed copy is on file in my office. City Clerk of the City of Huntington Beach, acting on behalf of City of Huntington Beach Community Facilities District No. 2002-1 [FORM OF ASSIGNMENT] For value received, the undersigned do(es)hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es)hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises. Dated: Signature Guarantee: Notice: Signature(s)must be guaranteed by a Notice: The signature on this assignment must qualified guarantor. correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. A-6 DOC SOC/1615553v4/022273-0006 EXHIBIT B FORM OF REQUISITION FOR DISBURSEMENT OF COSTS OF ISSUANCE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO.2002-1 2013 SPECIAL TAX REFUNDING BONDS The undersigned, a duly authorized representative of City of Huntington Beach Community Facilities District No. 2002-1 (the "District"), hereby certifies to The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee") for purposes of disbursing funds from the Costs of Issuance Fund to pay Costs of Issuance that: (1) The Trustee is to pay to the payees set forth on Exhibit A hereto the amount set forth next to each payee's name for the item described on Exhibit A hereto; (2) The conditions to the release of these amounts from the Costs of Issuance Fund have been satisfied; and (3) There has not been filed with or served upon the District notice of any lien, right to lien or attachment upon, stop notice or claim affecting the right to receive payment of, any of the moneys payable to any of the payees named on Exhibit A hereto which has not been released or will not be released simultaneously with the payment of such amounts, other than materialmen's or mechanic's liens accruing by mere operation of law. Dated: CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1 By: Authorized Officer B-1 DOCSOC/1615 553v4/022273-0006 EXHIBIT A Payee Amount Due Purpose of Expenditure B-2 DOCSOC/1615553v4/022273-0006 Stradling Yocca Carlson&Rauth Draft dated May 20, 2013 ESCROW AGREEMENT By and Between CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO.2002-1 (MCDONNELL CENTRE BUSINESS PARK) and THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., as Escrow Bank Dated as of 1,2013 Relating to CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1 (MCDONNELL CENTRE BUSINESS PARK) 2013 SPECIAL TAX REFUNDING BONDS DOCSOC/1623951v2/022273-0006 ESCROW AGREEMENT THIS 2013 ESCROW AGREEMENT, dated as of 1, 2013 (the "Escrow Agreement"), by and between the City of Huntington Beach Community Facilities District No. 2002- 1 (McDonnell Centre Business Park) (the "District") and The Bank of New York Mellon Trust Company, N.A., as escrow bank (the "Escrow Bank"), is entered into in accordance with Resolution No. of the City Council of the City of Huntington Beach, acting as the legislative body of the District, adopted on , 2013 and a Bond Indenture dated as of 1, 2013 between the District and The Bank of New York Mellon Trust Company, N.A., as Trustee (the "Trustee") (the "Indenture"), to refund all of the outstanding bonds issued pursuant to the Fiscal Agent Agreement by and between the District and The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the "Prior Fiscal Agent"), dated as of June 1, 2002 (the "Prior Fiscal Agent Agreement"). WITNESSETH.- WHEREAS, pursuant to the Prior Fiscal Agent Agreement,the District has previously issued its Special Tax Bonds, Series 2002-A (the "Refunded Bonds") in the aggregate principal amount of $4,900,000, which are currently outstanding in the aggregate principal amount of$4,670,000; and WHEREAS, the District has determined to issue its 2013 Special Tax Refunding Bonds in the aggregate principal amount of$ (the "Bonds") for the purpose of providing moneys which will be used to optionally redeem all of the Refunded Bonds on September 1, 2013 (the "Redemption Date") at a redemption price equal to the outstanding aggregate principal amount thereof, together with interest accrued on the Refunded Bonds through the Redemption Date, without premium(the "Redemption Price"), as required under the Prior Fiscal Agent Agreement; and WHEREAS, the District has taken action to cause to be issued or delivered to the Escrow Bank for deposit in or credit to the escrow fund established and maintained by it(the"Escrow Fund") moneys to be invested in non-callable Federal Securities (as defined herein) or held uninvested as cash, in an amount necessary to refund all of the Refunded Bonds. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained,the District and the Escrow Bank agree as follows: SECTION 1. Deposit of Moneys. (a) The District hereby deposits with the Escrow Bank $ , comprised of the net sale proceeds of the Bonds and other moneys held under the Prior Fiscal Agent Agreement with respect to the Refunded Bonds, to be held in irrevocable escrow by the Escrow Bank separate and apart from all other securities, investments or moneys on deposit with the Escrow Bank, in a fund hereby created and established and to be known as the "Escrow Fund," and to be applied solely as provided in this Escrow Agreement. Such moneys shall be invested in non-callable Federal Securities(as defined herein) or held uninvested as cash and are at least equal to an amount sufficient to pay when due the Redemption Price on the Redemption Date. (b) As used herein, the term "Federal Securities" means the securities set forth in Schedule A hereto, which constitute direct, non-callable, non-prepayable obligations issued by the DOCSOC/1623951v2/022273-0006 United States Treasury or which are unconditionally guaranteed as to full and timely payment by the United States of America. The District hereby directs the Escrow Bank to invest $ of moneys in the Escrow Fund in the Federal Securities described on Schedule A hereto and to hold $ of moneys in the Escrow Fund uninvested. (c) The Escrow Bank hereby acknowledges receipt of the written Verification Report of , certified public accountants, dated , 2013 relating to the redemption of the Refunded Bonds on the Redemption Date (the "Verification Report"). SECTION 2. Use and Investment of Moneys. The Escrow Bank acknowledges receipt of the moneys described in Section 1 and agrees: (a) to purchase the Federal Securities listed in Schedule A hereto and hold the balance of the Escrow Fund uninvested as cash; and (b) to make the payments required under Section 3 hereof at the times set forth in Section 3 hereof. SECTION 3. Refunding of the Refunded Bonds. The District hereby directs the Escrow Bank to complete any and all actions necessary to be taken by the Prior Fiscal Agent in connection with the redemption of the Refunded Bonds pursuant to the Prior Fiscal Agent Agreement on the Redemption Date. SECTION 4. Performance of Duties. The Escrow Bank agrees to perform the duties set forth herein. SECTION 5. Indemnity. The District hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated)to indemnify, protect, save and keep harmless the Escrow Bank and its respective successors, assigns, directors, agents, employees and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, the Escrow Bank at any time (whether or not also indemnified against the same by the District or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Escrow Agreement, the establishment hereunder of the Escrow Fund, the acceptance of the funds deposited therein, and any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement; provided, however, that the District shall not be required to indemnify the Escrow Bank against the Escrow Bank's own negligence or willful misconduct or the negligent or willful misconduct of the Escrow Bank's respective agents and employees or the breach by the Escrow Bank of the terms of this Escrow Agreement. In no event shall the District or the Escrow Bank be liable to any person by reason of the transactions contemplated hereby other than to each other as set forth in this Section 5. The indemnities contained in this Section 5 shall survive the termination of this Escrow Agreement. SECTION 6. Responsibilities of the Escrow Bank. The Escrow Bank and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the acceptance of the moneys deposited therein, or any payment, 2 DOCSOC/1623951 v2/022273-0006 transfer or other application of moneys or obligations by the Escrow Bank in accordance with the provisions of this Escrow Agreement or by reason of any non-negligent act, non-negligent omission or non-negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals of fact contained in the "Whereas" clauses herein shall be taken as the statements of the District, and the Escrow Bank assumes no responsibility for the correctness thereof. The Escrow Bank makes no representation as to the sufficiency of the deposit of moneys in the Escrow Fund to accomplish the refunding of the Refunded Bonds on the Redemption Date or to the validity of this Escrow Agreement as to the District and, except as otherwise provided herein, the Escrow Bank shall incur no liability with respect thereto. The Escrow Bank shall not be liable in connection with the performance of its duties under this Escrow Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Escrow Bank shall be determined by the express provisions of this Escrow Agreement. The Escrow Bank may consult with counsel, who may or may not be counsel to the District, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Escrow Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the District. The liability of the Escrow Bank to make the payments required by this Escrow Agreement shall be limited to the moneys in the Escrow Fund. No provision of this Escrow Agreement shall require the Escrow Bank to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. The Escrow Bank shall not be liable for the accuracy of any calculations provided herein. Any company into which the Escrow Bank may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Escrow Bank may sell or transfer all or substantially all of its corporate trust business shall be the successor to the Escrow Bank without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. The District shall pay the Escrow Bank full compensation for its duties under this Escrow Agreement, including out-of-pocket costs such as publication costs, redemption or redemption expenses, legal fees and other costs and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes. The Escrow Bank may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. The Escrow Bank agrees to accept and act upon instructions or directions pursuant to this Escrow Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Escrow Bank shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and 3 D O C S O C/1623 951 v 2/02 22 7 3-0006 replaced whenever a person is to be added or deleted from the listing. If the District elects to give the Escrow Bank e-mail or facsimile instructions (or instructions by a similar electronic method) and the Escrow Bank in its discretion elects to act upon such instructions, the Escrow Bank's understanding of such instructions shall be deemed controlling. The Escrow Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Bank's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The District agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Escrow Bank, including without limitation the risk of the Escrow Bank acting on unauthorized instructions, and the risk of interception and misuse by third parties. SECTION 7. Irrevocable Instructions as to Notice. The Escrow Bank hereby acknowledges that upon the funding of the Escrow Fund as provided in this Escrow Agreement, the receipt of the Verification Report described in Section 1(c) of this Escrow Agreement and the Irrevocable Instructions and Request to Fiscal Agent attached hereto as Schedule C it is in receipt of the items constituting all of the conditions precedent to the redemption of the Refunded Bonds under the Prior Fiscal Agent Agreement. SECTION 8. Amendments. This Escrow Agreement is made for the benefit of the District and the holders from time to time of the Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such holders, the Escrow Bank and the District, as defined in the Indenture; provided, however, but only after the receipt by the Escrow Bank of an opinion of nationally recognized bond counsel that the exclusion from gross income of interest evidenced and represented by the Bonds and the Bonds will not be adversely affected for federal income tax purposes, the District and the Escrow Bank may, without the consent of, or notice to, such holders, amend this Escrow Agreement or enter into such agreements supplemental to this Escrow Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Escrow Agreement for any one or more of the following purposes: (i)to cure any ambiguity or formal defect or omission in this Escrow Agreement; (ii)to grant to, or confer upon, the Escrow Bank for the benefit of the holders of the Refunded Bonds any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Bank; and (iii)to include under this Escrow Agreement additional funds, securities or properties. The Escrow Bank shall be entitled to rely conclusively upon an unqualified opinion of nationally recognized bond counsel with respect to compliance with this Section 8, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the holders of the Refunded Bonds or that any instrument executed hereunder complies with the conditions and provisions of this Section 8. SECTION 9. Term. This Escrow Agreement shall commence upon its execution and delivery and shall terminate on the later to occur of either (i)the date upon which the Refunded Bonds have been paid in accordance with this Escrow Agreement, or (ii)the date upon which no unclaimed moneys remain on deposit with the Escrow Bank and all amounts owed to the Escrow Bank shall have been paid in full. Any unclaimed money which remains in the Escrow Fund for 2 years from the date upon which the Refunded Bonds have been paid in accordance with this Escrow Agreement shall be remitted by the Escrow Bank to the District. SECTION 10. Compensation. The Escrow Bank shall receive its reasonable fees and expenses as previously agreed to; provided, however, that under no circumstances shall the Escrow Bank be entitled to any lien nor will it assert a lien whatsoever on any moneys or obligations in the 4 DOCS OC/1623951 v2/022273-0006 Escrow Fund for the payment of fees and expenses for services rendered by the Escrow Bank under this Escrow Agreement. SECTION 11. Resi�--rlation or Removal of Escrow Bank. (a) The Escrow Bank may resign by giving 30 days prior written notice in writing to the District. The Escrow Bank may be removed (1)by (i)filing with the District and the Escrow Bank an instrument or instruments executed by the holders of at least 51% in aggregate principal amount of the Refunded Bonds then remaining unpaid, and (ii)the District delivering written notice to the Escrow Bank, or (2)by a court of competent jurisdiction for failure to act in accordance with the provisions of this Escrow Agreement upon application by the District or the holders of 5% in aggregate principal amount of the Refunded Bonds then remaining unpaid. (b) No resignation or removal of the Escrow Bank shall become effective until a successor Escrow Bank has been appointed hereunder and until the cash held under this Escrow Agreement are transferred to the new Escrow Bank. The District or the holders of a majority in principal amount of the Refunded Bonds then remaining unpaid may, by an instrument or instruments filed with the District, appoint a successor Escrow Bank who shall supersede any Escrow Bank theretofore appointed by the District. If no successor Escrow Bank is appointed by the District or the holders of such Refunded Bonds then remaining unpaid, within 45 days after notice of any such resignation or removal, the holder of any such Refunded Bonds or any retiring Escrow Bank may apply to a court of competent jurisdiction for the appointment of a successor Escrow Bank. SECTION 12. Severability. If any one or more of the covenants or agreements provided in this Escrow Agreement on the part of the District or the Escrow Bank to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenants or agreements shall be null and void and shall be deemed separate from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Escrow Agreement. SECTION 13. Counterparts. This Escrow Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. SECTION 14. Governing Law. This Escrow Agreement shall be construed under the laws of the State of California. SECTION 15. Holidays. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Escrow Agreement, shall be a legal holiday or a day on which banking institutions in the city in which is located the principal office of the Escrow Bank are authorized by law to remain closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are authorized by law to remain closed, with the same force and effect as if done on the nominal date provided in this Escrow Agreement, and no interest shall accrue for the period after such nominal date. 5 DOCSOC/1623951v2/022273-0006 SECTION 16. Assignment. This Escrow Agreement shall not be assigned by the Escrow Bank or any successor thereto without the prior written consent of the District. IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed by their duly authorized officers and attested as of the date and year first written above. By: Director of Finance of the City of Huntington Beach, for and on behalf of City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) ATTEST: City Clerk of the City of Huntington Beach, acting on behalf of City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) [SIGNATURES CONTINUED ON NEXT PAGE.] S-1 DOCSOC/1623951 v2/022273-0006 [SIGNATURE PAGE CONTINUED.] THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Escrow Bank By: Authorized Officer S-2 DOCSOC/1623951v2/022273-0006 SCHEDULE A FEDERAL SECURITIES Type Principal Interest Rate Maturity Date Cash Receipt from SLGS SLG $ % September 1, 2013 $ A-1 DOC S OC/1623951 v 2/022273-0006 SCHEDULE B REDEMPTION PRICE OF REFUNDED BONDS Payment For Refunded Bonds Principal Redemption Required Deposit to Payment Date Redeemed Interest Premium the Escrow Fund September 1, 2013 $4,670,000 $ $ $ Cash deposited on , 2013 in the Escrow Fund in the amount of$ shall be invested in the Federal Securities described in Schedule A. The cash receipt from such Federal Securities on September 1, 2013 shall be $ $ of cash deposited on 2013 in the Escrow Fund shall be held uninvested in the Escrow Fund. B-1 DOCSOC/1623951v2/022273-0006 SCHEDULE C IRREVOCABLE INSTRUCTIONS AND REQUEST TO FISCAL AGENT THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., as Fiscal Agent ESCROW AGREEMENT RELATING TO THE REFUNDING OF CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1 (MCDONNELL CENTRE BUSINESS PARK) SPECIAL TAX BONDS, SERIES 2002-A (the"Refunded Bonds") Ladies and Gentlemen: As Fiscal Agent under that certain Fiscal Agent Agreement dated as of June 1, 2002, between the District and BNY Western Trust Company, the predecessor Fiscal Agent (the "Fiscal Agent Agreement"), you are hereby notified of the irrevocable election of the City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) to redeem on September 1, 2013 all of the outstanding Bonds (as such term is defined in the Fiscal Agent Agreement) issued pursuant to the Fiscal Agent Agreement(the"Refunded Bonds"). You hereby confirm that you have previously mailed, as provided in the Fiscal Agent Agreement, notice of redemption of the Refunded Bonds scheduled to be redeemed prior to maturity. Such notice was substantially in the form required by the Fiscal Agent Agreement and a copy of which is annexed hereto as Exhibit X. C-1 DOCSOC/1623951v2/022273-0006 You are hereby further irrevocably instructed to mail, as soon as practicable, a notice to the holders of the Refunded Bonds (in the form annexed hereto as Exhibit Y) that the deposit of moneys has been made with The Bank of New York Mellon Trust Company, N.A., as Escrow Bank, and that the projected withdrawals from such escrow have been calculated to be adequate to pay the principal, redemption price and interest due on said Refunded Bonds outstanding as such become due or are subject to redemption. By: Director of Finance of the City of Huntington Beach, for and on behalf of City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) Receipt acknowledged and consented to: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Escrow Bank and Fiscal Agent By: Authorized Officer C-2 DOCSOC/1623951 v2/022273-0006 EXHIBIT X CONDITIONAL NOTICE OF FULL REDEMPTION to the Holders of City of Huntington Beach Community Facilities District No.2002-1 (McDonnell Centre Business Park) Special Tax Bonds, Series 2002-A CUSIP#s: NOTICE IS HEREBY GIVEN, pursuant to the terms of the Fiscal Agent Agreement (the "Fiscal Agent Agreement") as of June 1, 2002,between the City of Huntington Beach Community Facilities District No.2002-1 (McDonnell Centre Business Park),as Issuer,and The Bank of New York Mellon Trust Company,N.A., as successor-in-interest to BNY Western Trust Company, as Fiscal Agent, that all outstanding Bonds.. in the aggregate principal amount of$4,670,000.00, have been called for redemption in full on September 1, 2013 (the "Redemption Date") at a price of 100% of the principal amount thereof(the "Redemption Price") together with interest accrued to the Redemption Date, conditioned upon the successful issuance of refunding bonds on or about ,2013. If the successful issuance of refunding bonds does not occur on or about ,2013,the Fiscal Agent shall give written notice to the Bondholders that the redemption of Bonds is cancelled and the notice of redemption is rescinded and the Bonds will remain outstanding in accordance with the Fiscal Agent Agreement. Payment of the Redemption Price on the Bonds called for redemption will become due and payable on the Redemption Date upon presentation and surrender thereof in the following manner: First Class/Registered/Certified Express Delivery On By Hand Only The Bank of New York Mellon The Bank of New York Mellon The Bank of New York Mellon Global Corporate Trust Global Corporate Trust Global Corporate Trust P.O.Box 2320 2001 Bryan Street,9th Floor Corporate Trust Window Dallas,Texas 75221-2320 Dallas,Texas 75201 101 Barclay Street, 1 st Floor East New York,New York 10286 Subject to the terms of this Conditional Notice of Full Redemption, Bondholders are required to surrender their Bonds to the Fiscal Agent at the address above on the Redemption Date and there will become due and payable on each of the Bonds the principal amount thereof, together with interest accrued thereon.to the Redemption Date and from and after such Redemption Date interest thereon shall cease to accrue. Bondholders presenting their Bonds in person for same day payment must surrender their Bond(s)by 1:00 P.M. on the Redemption Date and a check will be available for pick up after 2:OOP.M. Checks not picked up by 4:30 P.M. will be mailed out to the Bondholder via first class mail. If payment of the Redemption Price is to be made to the registered holder,you are not required to endorse the Bond to collect the prepayment. IMPORTANT NOTICE Under Section 3406(a)(1) of the Internal Revenue Code, the paying agent making payment of interest or principal on securities may be obligated to withhold a percentage of the payment to a holder who has failed to furnish the registrar with a valid taxpayer identification number, certification that the number supplied is correct, and that the holder is not subject to backup withholding. Holders of the Bonds who wish to avoid the application of these provisions should submit either a completed IRS Form W-9 (use only if the holder is a US. person, including a resident alien), or the appropriate Form W-8 (use only if you are neither a U.S.person or a resident alien), when presenting the Bonds for payment. See IRS Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities. Publication 515 and W-8 forms and instructions are available through the IRS website at www.irs.Qov. * The CUSIP numbers are included solely for the convenience of the Holders of the Bonds. Neither the Issuer nor the Fiscal Agent shall be responsible for any error of any nature relating to such numbers. Dated: 2013 By: The Bank of New York Mellon Trust Company,N.A.,as Fiscal Agent X-1 DOC SOC/1623951 v2/022273-0006 EXHIBIT Y NOTICE OF DEFEASANCE OF OUTSTANDING CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO.2002-1 (MCDONNELL CENTRE BUSINESS PARK) SPECIAL TAX BONDS, SERIES 2002-A (the"Refunded Bonds") CUSIP NOS. Notice is hereby given to the holders of the above-captioned Bonds (the "Refunded Bonds") that (i)the Refunded Bonds will be redeemed and defeased; (ii)there has been deposited with The Bank of New York Mellon Trust Company, N.A., as Escrow Bank, moneys as permitted by that certain Fiscal Agent Agreement dated as of June 1, 2002, between the City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) and The Bank of New York Mellon Trust Company, N.A., as successor-in-interest to BNY Western Trust Company, as Fiscal Agent (the "Fiscal Agent") (the "Fiscal Agent Agreement"), relating to the Refunded Bonds, the principal of and the interest with respect thereto will provide moneys which, together with such other moneys deposited with the Escrow Bank, will be sufficient and available to redeem on September 1, 2013 the Refunded Bonds at the applicable redemption price contained in the Fiscal Agent Agreement; and (iii)the Escrow Bank has been irrevocably instructed to redeem such outstanding Refunded Bonds on September 1,2013. At least 30 days, but not more than 60 days, prior to September 1, 2013, in accordance with the terms of the Fiscal Agent Agreement, the Fiscal Agent has mailed a redemption notice for such Refunded Bonds. If you have any questions regarding this notice, please contact the Account Manager, , at L-) Dated this_day of 2013. THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., as Fiscal Agent Y-1 DOCSOC/1623951v2/022273-0006 Stradling Yocca Carlson&Rauth Draft dated May 20,2013 CL � PRELIMINARY OFFICIAL STATEMENT DATED ,2013 NEW ISSUE—BOOK-ENTRY-ONLY NO RATING coT In the opinion of Stradling Yocca Carlson&Rauth,a Professional Corporation,Newport Beach,California("Bond Counsel'),under existing statutes, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and -C requirements described herein,interest(and original issue discount)on the Bonds is excluded from gross income for federal income tax purposes and is aEi not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations. In the further c c opinion of Bond Counsel, interest (and original issue discount) on the Bonds is exempt from State of California personal income tax. See "TAX T R EXEMPTION"herein with respect to other tax consequences with respect to the Bonds. c ° $4,780,000* c IMPROVEMENT AREA A OF THE 9 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO.2002-1 (MCDONNELL CENTRE BUSINESS PARK) E 2013 SPECIAL TAX REFUNDING BONDS Dated: Delivery Date Due: September 1,as shown on inside front cover c c The Improvement A of the City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park)2013 y Special Tax Refunding Bonds(the"Bonds")are being issued by the City of Huntington Beach Community Facilities District No.2002-1 (the"District") ° to refund the outstanding Improvement Area A of the City of Huntington Beach Community Facilities District No.2002-1 (McDonnell Centre Business Park)Special Tax Bonds,Series 2002-A(the"Refunded Bonds"),to fund a deposit to the Reserve Account securing the Bonds and to pay the costs of a^� issuance of the Bonds. See"THE REFUNDING PLAN"herein. The Bonds are authorized to be issued pursuant to the Mello-Roos Community Facilities e Act of 1982,as amended(Sections 53311 et seq.of the Government Code of the State of California),pursuant to the Municipal Code of the City of E c Huntington Beach(the"City")and pursuant to that certain Bond Indenture(the"Indenture"),dated as of 2013,by and between the District R and The Bank of New York Mellon Trust Company,N.A.,as trustee(the"Trustee"). The Bonds are special obligations of the District and are payable from Net Taxes(as defined herein)derived from a certain annual Special Tax o (as defined herein)to be levied on taxable land within Improvement Area A of the District("Improvement Area A")and from certain other funds pledged under the Indenture,all as further described herein. The Special Tax is to be levied according to the rate and method of apportionment approved by City U Council of the City and the qualified electors within Improvement Area A. See"SECURITY AND SOURCES OF PAYMENT FOR THE BONDS"and APPENDIX A—"RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX"herein. The Bonds are issuable in fully-registered form and when issued will be registered in the name of Cede&Co.,as nominee of The Depository Trust Company,New York,New York("DTC"). Individual purchases of the Bonds may be made in principal amounts of$5,000 and integral multiples thereof and will be in book-entry form only. Purchasers of Bonds will not receive certificates representing their beneficial ownership of the Bonds but c w will receive credit balances on the books of their respective nominees. The Bonds will not be transferable or exchangeable except for transfer to another 3 nominee of DTC or as otherwise described herein. Interest on the Bonds will be payable commencing March 1,2014 and semiannually thereafter on each September 1 and March 1. Principal of and interest on the Bonds will be paid by the Trustee to DTC for subsequent disbursement to DTC Participants E g who will remit such payments to the beneficial owners of the Bonds. See"THE BONDS—General Provisions"herein. = -C NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE COUNTY OF ORANGE, THE STATE OF 5 E .2 CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS EXCEPT FOR THE NET E o TAXES, NO OTHER REVENUES OR TAXES ARE PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS ARE NOT GENERAL OR s SPECIAL OBLIGATIONS OF THE CITY OR GENERAL OBLIGATIONS OF THE DISTRICT BUT ARE LIMITED OBLIGATIONS OF THE ° DISTRICT PAYABLE SOLELY FROM NET TAXES AND OTHER AMOUNTS HELD UNDER THE INDENTURE AS MORE FULLY DESCRIBED HEREIN. o The Bonds are subject to optional redemption, special mandatory redemption from Special Tax prepayments, and mandatory sinking fund redemption as set forth herein. See"THE BONDS—Redemption of the Bonds"herein. Investment in the Bonds involves risks that are not appropriate for certain investors. Certain events could affect the ability of the E. 'c District to pay the principal of and interest on the Bonds when due. See the section of this Official Statement entitled "SPECIAL RISK .� FACTORS"for a discussion of certain risk factors that should be considered,in addition to the other matters set forth herein,in evaluating the s c a) 9 Y investment quality of the Bonds. � w c c This cover page contains certain information for general reference only. It is not intended to be a summary of the security or terms of this ea �i issue. Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision. c a y O U c c MATURITY SCHEDULE w (See Inside Cover Page) E c The Bonds are offered when,as and if issued and accepted by the Underwriter,subject to approval as to their legality by Stradling Yocca Carlson&Rauth,a Professional Corporation,Newport Beach,California,Bond Counsel,and subject to certain other conditions. Stradling Yocca Carlson 'Z: &Rauth,a Professional Corporation,is serving as Disclosure Counsel to the District with respect to the Bonds. Certain legal matters will be passed on t .� .T for the City and the District by Jennifer McGrath, Esq., City Attorney. Certain legal matters will be passed on by Jones Hall, A Professional Law 4 Corporation,San Francisco,California,as counsel to the Underwriter. It is anticipated that the Bonds in book-entry form will be available for delivery on °' c or about 2013 E • c -j5 E ` STIFEL � R U ,E V v� Dated: —,2013 Preliminary,subject to change. E 4 � � E H c A DOCSOC/1615361v5/022273-0006 MATURITY SCHEDULE (Base CUSW: ) Maturity Date Price or (September 1) Principal Amount Interest Rate Yield CUSIP, $ %Term Bonds due September 1,20 Price: CUSIP No! Copyright 2013, American Bankers Association. CUSIP data herein is provided by Standard and Poor's, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service. Neither the District nor the Underwriter make any representations as to the accuracy of CUSIP data herein. DOCSOC/1615361v5/022273-0006 CITY OF HUNTINGTON BEACH CITY COUNCIL Connie Boardman,Mayor Matthew Harper,Mayor Pro Tern Joe Carchio,Council Member Jill Hardy, Council Member Jim Katapodis, Council Member Joe Shaw,Council Member Dave Sullivan, Council Member CITY OFFICIALS Fred Wilson,City Manager Robert Hall,Assistant City Manager Alisa Cutchen,City Treasurer Joyce Zacks,Deputy City Treasurer Lori Ann Farrell,Director of Finance Joan L. Flynn,City Clerk Jennifer McGrath,Esq.,City Attorney Kellee Fritzal,Deputy Director of Economic Development Sunny Han, Senior Administrative Analyst,Finance Department BOND COUNSEL AND DISCLOSURE COUNSEL Stradling Yocca Carlson&Rauth, a Professional Corporation Newport Beach,California FINANCIAL ADVISOR Public Financial Management,Inc. Los Angeles,California SPECIAL TAX CONSULTANT Willdan Financial Services Temecula, California TRUSTEE/ESCROW BANK The Bank of New York Mellon Trust Company,N.A. Los Angeles,California VERIFICATION AGENT Grant Thornton, LLP Minneapolis,Minnesota DOC SOC/1615361 v5/022273-0006 Except where otherwise indicated, all information contained in this Official Statement has been provided by the City and the District. No dealer, broker, salesperson or other person has been authorized by the City, the District, the Trustee or the Underwriter to give any information or to make any representations in connection with the offer or sale of the Bonds other than those contained herein and, if given or made, such other information or representations must not be relied upon as having been authorized by the City, the District, the Trustee or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers or owners of the Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein,are intended solely as such and are not to be construed as representations of fact. The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction,but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or any other parties described herein since the date hereof. All summaries of the Indenture or other documents are made subject to the provisions of such documents respectively and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the City for further information in connection therewith. Certain statements included or incorporated by reference in this Official Statement constitute "forward- looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21 E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as a "plan," "expect," "estimate," "project.." "budget" or similar words. Such forward-looking statements include, but are not limited to certain statements contained in the information under the caption "IMPROVEMENT AREA A." The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results,performance or achievements expressed or implied by such forward-looking statements. Except as set forth in the District's Continuing Disclosure Agreement, a form of which is attached hereto as Exhibit E, neither the District nor the City plans to issue any updates or revisions to the forward-looking statements set forth in this Official Statement. A wide variety of other information, including financial information, concerning the City, is available from publications and websites of the City and others. No such information is a part of or incorporated into this Official Statement, IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. DOC SOC/1615361 v5/022273-0006 TABLE OF CONTENTS Page INTRODUCTION................................................................................................................................................I DistrictFormation.............................................................................................................................................1 The District and Improvement Area A.............................................................................................................2 ForwardLooking Statements............................................................................................................................2 Sources of Payment for the Bonds....................................................................................................................3 Descriptionof the Bonds..................................................................................................................................4 NoAdditional Bonds........................................................................................................................................4 TaxExemption..................................................................................................................................................4 Professionals Involved in the Offering.............................................................................................................4 ContinuingDisclosure......................................................................................................................................5 BondOwners' Risks.........................................................................................................................................5 OtherInformation.............................................................................................................................................5 ESTIMATED SOURCES AND USES OF FUNDS............................................................................................6 THE REFUNDING PLAN...................................................................................................................................6 THEBONDS........................................................................................................................................................6 Authorityfor Issuance......................................................................................................................................6 Purposeof the Bonds........................................................................................................................................7 GeneralProvisions............................................................................................................................................7 DebtService Schedule......................................................................................................................................7 Redemptionof the Bonds .................................................................................................................................8 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS....................................................................9 SpecialTaxes..................................................................................................................................................10 Debt Service Coverage from Maximum Special Taxes..................................................................................13 Covenant Not to Reduce Special Tax Rates Unless Certain Conditions are Met...........................................13 ExistingLiens.................................................................................................................................................14 No Obligation of the City Upon Delinquency................................................................................................14 Special Taxes Are Not Within Teeter Plan.....................................................................................................14 Proceeds of Foreclosure Sales........................................................................................................................14 ReserveAccount.............................................................................................................................................15 Priority of Bonds and Pledge of Net Taxes.....................................................................................................15 NoAdditional Bonds......................................................................................................................................16 IMPROVEMENTAREA A...............................................................................................................................16 Location..........................................................................................................................................................16 General Description of Improvement Area A and Ownership........................................................................16 Direct and Overlapping Indebtedness.............................................................................................................18 Assessed Value-to-Lien Ratios.......................................................................................................................19 DelinquencyHistory.......................................................................................................................................22 THE CITY OF HUNTINGTON BEACH..........................................................................................................22 SPECIAL RISK FACTORS...............................................................................................................................22 Risks of Real Estate Secured Investments Generally.....................................................................................23 LimitedObligations........................................................................................................................................23 Insufficiency of Special Taxes........................................................................................................................23 NaturalDisasters.............................................................................................................................................24 HazardousSubstances.....................................................................................................................................24 Payment of the Special Tax is not a Personal Obligation of the Owners........................................................25 LandValues....................................................................................................................................................25 Parity Taxes and Special Assessments ...........................................................................................................26 Disclosures to Future Purchasers....................................................................................................................26 SpecialTax Delinquencies..............................................................................................................................26 i DOCSOC/1615361v5/022273-0006 TABLE OF CONTENTS (continued) Page FDIC/Federal Government Interests in Properties..........................................................................................27 Bankruptcy and Foreclosure...........................................................................................................................28 Funds Invested in the County Investment Pool..............................................................................................29 NoAcceleration Provision..............................................................................................................................29 LimitedSecondary Market.............................................................................................................................29 Proposition218...............................................................................................................................................29 Ballot Initiatives and Legislative Measures....................................................................................................30 Lossof Tax Exemption...................................................................................................................................30 IRS Audit of Tax-Exempt Bond Issues..........................................................................................................31 Limitationson Remedies................................................................................................................................31 CONTINUINGDISCLOSURE..........................................................................................................................31 TAXEXEMPTION............................................................................................................................................32 LEGALOPINION..............................................................................................................................................33 ABSENCEOF LITIGATION............................................................................................................................33 NORATING......................................................................................................................................................34 UNDERWRITING.............................................................................................................................................34 FINANCIALINTERESTS.................................................................................................................................34 NEWLEGISLATION........................................................................................................................................34 ADDITIONAL INFORMATION.......................................................................................................................34 APPENDIX A RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX................................A-1 APPENDIX B FORM OF OPINION OF BOND COUNSEL...........................................................:...........C-1 APPENDIX C GENERAL ECONOMIC AND DEMOGRAPHIC DATA FOR THE CITY OF HUNTINGTON BEACH AND THE COUNTY OF ORANGE..................D-1 APPENDIX D SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE...................................E-1 APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT OF THE DISTRICT................F-1 APPENDIX F BOOK-ENTRY-ONLY SYSTEM........................................................................................G-1 ii DOCSOC/1615361 v5/022273-0006 [INSERT REGIONAL MAP] DOCSOC/1615361 v5/022273-0006 [INSERT AERIAL MAP] DOC SOC/1615361 v5/022273-0006 $4,780,000* IMPROVEMENT AREA A OF THE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO.2002-1 (MCDONNELL CENTRE BUSINESS PARK) 2013 SPECIAL TAX REFUNDING BONDS INTRODUCTION The purpose of this Official Statement, which includes the cover page, the table of contents and the attached appendices (collectively, the "Official Statement"), is to provide certain information concerning the issuance by the City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) (the "District") of its Improvement Area A of the City of Huntington Beach Community Facilities District No.2002-1 2013 Special Tax Refunding Bonds in the aggregate principal amount of $4,780,000* (the "Bonds"). The proceeds of the Bonds, together with certain existing funds of the District, will be used to refund all of the outstanding Improvement Area A of the City of Huntington Beach Community Facilities District No.2002-1 (McDonnell Centre Business Park) Special Tax Bonds,Series 2002-A,originally issued in the aggregate principal amount of $4,900,000 and now outstanding in the principal amount of $4,670,000 (the "Refunded Bonds"). A portion of the Bonds will be used to fund a deposit to the Reserve Account and to pay costs of issuance of the Bonds. See "THE REFUNDING PLAN" and "ESTIMATED SOURCES AND USES OF FUNDS"herein. The Bonds are authorized to be issued pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (Sections 53311 et seq. of the Government Code of the State of California) (the "Act'), the provisions of Chapter 3.56 (commencing with 3.56.010) of the Municipal Code of the City of Huntington Beach (the "City") and that certain Bond Indenture dated, as of , 2013 (the"Indenture"), by and between the District and The Bank of New York Mellon Trust Company,N.A.,as trustee(the"Trustee"). The Bonds are secured under the Indenture by a pledge of and lien upon Net Taxes (as defined herein)to be levied within Improvement Area A of the District ("Improvement Area A") and all moneys in the Special Tax Fund as described in the Indenture. The Bonds are secured by Net Taxes (as defined herein) levied within Improvement Area A only. Special taxes levied within Improvement Area B of the District ("Improvement Area B")are not pledged to the repayment of the Bonds. This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by,more complete and detailed information contained in the entire Official Statement and the documents summarized or described herein. A full review should be made of the entire Official Statement. The sale and delivery of Bonds to potential investors is made only by means of the entire Official Statement. All capitalized terms used in this Official Statement and not defined shall have the meaning set forth in"APPENDIX D—SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE." District Formation The District, and Improvement Areas A and B therein, was formed on June 3, 2002. The Bonds are being issued pursuant to the Act, the Municipal Code of the City, and the Indenture. The Act was enacted by the State of California (the "State") legislature to provide an alternative method of financing certain public capital facilities and services, especially in developing areas of the State. Any local agency(as defined in the Act)may establish a community facilities district to provide for and finance the cost of eligible public facilities and services. Generally, the legislative body of the local agency which forms a community facilities district acts on behalf of such district as its legislative body. Subject to approval by two-thirds of the votes cast at an election and compliance with the other provisions of the Act, a legislative body of a local agency may issue bonds for a community facilities district and may levy and collect a special tax within such district to repay such indebtedness. 1 DOCSOC/1615361v5/022273-0006 On May 3, 1999,the City Council of the City adopted Ordinance No. 3417 which added Chapter 3.56 to the Huntington Beach Municipal Code entitled "City of Huntington Beach Special Tax Financing Improvement Code." Chapter 3.56 was amended by an Ordinance adopted by the City Council of the City on March 4,2002. The proceedings to form Improvement Area A have been conducted under Chapter 3.56 of the City's Municipal Code and, where applicable by reason of the provisions of the Municipal Code, the Mello- Roos Community Facilities Act of 1982, as amended(collectively,the"Law"). Pursuant to the Law, on April 1, 2002, the City Council of the City (the "City Council"), adopted a resolution stating its intention to form the District, and designating Improvement Areas A and B therein, and to authorize the levy of a special tax on the taxable property within Improvement Areas A and B. The Bonds are secured by Net Taxes (as defined herein)levied within Improvement Area A only. Special taxes levied within Improvement Area B of the District(if any)are not pledged to the repayment of the Bonds. Additionally, on April 1, 2002, the City Council adopted a resolution stating its intention to incur bonded indebtedness in an aggregate principal amount not to exceed$13,000,000 within Improvement Area A for the purpose of financing the costs of certain public facilities consisting of the acquisition of the right-of-way and the installation of the streets, traffic signals and street lighting, sewer and water lines, and storm drains and related improvements in connection with the development of Improvement Area A (collectively, the "Public Facilities"). Subsequent to a noticed public hearing on June 3, 2002, the City Council adopted Resolution No. 2002-38 (the "Resolution of Formation") which established the District, designated Improvement Areas A and B therein, and authorized the levy of a special tax within Improvement Area A in accordance with the rate and method of apportionment for Improvement Area A (the "Rate and Method"). The City Council also adopted on June 3,2002 Resolution No. 6174("Resolution to Incur Bonded Indebtedness") which determined the necessity to incur bonded indebtedness in an amount not to exceed $13,000,000 within Improvement Area A, called an election within Improvement Area A on the propositions of forming Improvement Area A, incurring bonded indebtedness not to exceed $13,000,000 as set forth in the Resolution to Incur Bonded Indebtedness, levying a special tax within Improvement Area A in accordance with the Rate and Method and setting an appropriations limit. All propositions were approved by the qualified electors within Improvement Area A, which were the record landowners within Improvement Area A at the time of the election,at an election held on June 3,2002. On June 18, 2002, a Notice of Special Tax Lien was recorded in the office of County Recorder of the County of Orange (the "County") for Improvement Area A. Pursuant to the Resolution to Incur Bonded Indebtedness and the Law,the District issued the Refunded Bonds on July 17,2002. The Bonds are being issued and delivered pursuant to the provisions of the Law and the Indenture. The Bonds are being sold pursuant to a Bond Purchase Agreement between Stifel, Nicolaus & Company, Incorporated, as underwriter (the"Underwriter") and the District. For more complete information, see "THE BONDS—General Provisions"herein. The District and Improvement Area A Improvement Area A is located in the northwestern portion of the City of Huntington Beach, south of Rancho Road, north of Bolsa Avenue east of Bolsa Chica Road and west of Springdale Street. The property within Improvement Area A is part of a larger area constituting a 307-acre master planned business park known as the "McDonnell Centre Business Park." Improvement Area A includes approximately 33.92 net acres presently divided into eight parcels which have been fully built out with approximately square feet of completed industrial and office building space. See"IMPROVEMENT AREA A." Forward Looking Statements Certain statements included or incorporated by reference in this Official Statement constitute "forward-looking statements"within the meaning of the United States Private Securities Litigation Reform Act 2 DOC SOC/1615361 v5/022273-0006 of 1995, Section 2 1 E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as a "plan," "expect," "estimate," "project," "budget" or similar words. Such forward-looking statements include, but are not limited to certain statements contained in the information under the caption"IMPROVEMENT AREA A." THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE DISTRICT DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THE FORWARD-LOOKING STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT. Sources of Payment for the Bonds As used in this Official Statement,the term"Special Tax" is that tax which has been authorized to be levied against certain property within Improvement Area A pursuant to the Act and in accordance with the Rate and Method. See APPENDIX A — "RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX"herein. Under the Indenture,the principal of and interest on the Bonds are payable from Net Taxes and all amounts in the Special Tax Fund (including the Debt Service Account, the Principal Account and the Reserve Account) established under the Indenture. The "Net Taxes" are the Special Tax proceeds, including all proceeds from foreclosure sales for delinquent Special Taxes, remaining after payment of the Administrative Expense Requirement (as defined below). The Bonds are secured only by the Net Taxes collected within Improvement Area A. Amounts in the Administration Fund are not pledged to the repayment of the Bonds. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE COUNTY OF ORANGE, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. EXCEPT FOR THE NET TAXES, NO OTHER REVENUES OR TAXES ARE PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS ARE NOT GENERAL OR SPECIAL OBLIGATIONS OF THE CITY OR GENERAL OBLIGATIONS OF THE DISTRICT BUT ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY FROM NET TAXES LEVIED WITHIN INIPROVEMENT AREA A AND OTHER AMOUNTS HELD UNDER THE INDENTURE AS MORE FULLY DESCRIBED HEREIN. The Net Taxes are the primary security for the repayment of the Bonds. In the event that the Special Taxes are not paid when due, the only sources of funds available to pay the debt service on the Bonds are amounts held by the Trustee in certain funds under the Indenture, including amounts held in the Reserve Account of the Special Tax Fund. The District has covenanted for the benefit of the owners of the Bonds that it will, under certain circumstances described herein, commence, or cause to be commenced, and diligently prosecute to judgment (unless the delinquency is brought current), judicial foreclosure proceedings against assessor's parcels with delinquent Special Taxes. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS—Proceeds of Foreclosure Sales"herein." The District has covenanted not to issue additional indebtedness secured by the Special Taxes on a parity basis to the lien of the Bonds,except for bonds issued for the purpose of defeasing all or a portion of the outstanding Bonds. Other taxes and/or special assessments with liens equal in priority to,the continuing lien of the Special Taxes may also be levied on the property within Improvement Area A. See "SPECIAL RISK FACTORS—Parity Taxes and Special Assessments"herein. 3 DOCSOC/1615361v5/022273-0006 EXCEPT FOR THE NET TAXES,NO OTHER TAXES ARE PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS ARE SECURED BY NET TAXES COLLECTED WITHIN IMPROVEMENT AREA A ONLY. SPECIAL TAXES OF IMPROVEMENT AREA B ARE NOT PLEDGED TO THE REPAYMENT OF THE BONDS. Description of the Bonds The Bonds will be issued and delivered as fully-registered Bonds, registered in the name of Cede& Co. as nominee of The Depository Trust Company, New York, New York ("DTC"), and will be available to actual purchasers of the Bonds (the "Beneficial Owners") in the denominations of $5,000 or any integral multiple thereof, under the book-entry system maintained by DTC, only through brokers and dealers who are or act through DTC Participants as described herein. Beneficial Owners will not be entitled to receive physical delivery of the Bonds. In the event that the book-entry-only system described herein is no longer used with respect to the Bonds, the Bonds will be registered and transferred in accordance with the Indenture. See APPENDIX F—"BOOK-ENTRY-ONLY SYSTEM." Principal of, premium, if any, and interest on the Bonds is payable by the Trustee to DTC. Disbursement of such payments to DTC Participants is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of DTC Participants. See APPENDIX F—`BOOK- ENTRY-ONLY SYSTEM." The Bonds are subject to optional redemption, special mandatory redemption from Special Tax prepayments, and mandatory sinking fund redemption as described herein. For a more complete description of the Bonds and the basic documentation pursuant to which the Bonds are being sold and delivered, see "THE BONDS"and APPENDIX D—"SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE"herein. No Additional Bonds The District has covenanted in the Indenture not to issue any additional bonds secured by the Special Taxes. Tax Exemption hi the opinion of Stradling Yocca Carlson& Rauth, a Professional Corporation, Newport Beach, California("Bond Counsel"), under existing statutes, regulations, rulings and judicial decisions, and assuming certain representations and compliance with certain covenants and requirements described herein, interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations. hi the further opinion of Bond Counsel, interest on the Bonds is exempt from State of California personal income tax. See"TAX EXEMPTION'herein. Set forth in APPENDIX B is the opinion of Bond Counsel expected to be delivered in connection with the issuance of the Bonds. For a more complete discussion of such opinion and certain other tax consequences incidental to the ownership of the Bonds, including certain exceptions to the tax treatment of interest, see "TAX EXEMPTION"herein. Professionals Involved in the Offering The Bank of New York Mellon Trust Company, N.A., Los Angeles, California, will act as Trustee under the Indenture and as Escrow Bank under the Escrow Agreement (each as defined herein). Stifel, Nicolaus &Company, Incorporated, is the Underwriter of the Bonds. All proceedings in connection with the issuance and delivery of the Bonds are subject to the approval of Stradling Yocca Carlson& Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel and Disclosure Counsel. Certain legal 4 DOCSOC/1615361v5/022273-0006 matters will be passed on for the City and the District by the City Attorney, Jennifer McGrath, Esq. Certain legal matters will be passed on for the Underwriter by Jones Hall, A Professional Law Corporation, San Francisco, California. Other professional services have been performed by Willdan Financial Services, Temecula, California, as Special Tax Consultant,Public Financial Management, Inc.,Los Angeles, California, as Financial Advisor, and Grant Thornton,LLP,Minneapolis,Minnesota,as verification agent. For information concerning whether certain of the above-mentioned professionals, advisors, counsel and consultants may have a financial or other interest in the offering of the Bonds, see "FINANCIAL INTERESTS"herein. Continuing Disclosure The District will agree to provide, or cause to be provided, to the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system available on the Internet at http://emma.msrb.ora ("EMMA")certain annual financial information and operating data. The District will further agree to provide notice of certain listed events. These covenants will be made in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5). See"CONTINUING DISCLOSURE" herein and APPENDIX E hereto for a description of the specific nature of the annual reports to be filed by the District and notices of listed events to be provided by the District. Within the last five years, [neither the City nor the District has failed to timely comply with its prior continuing disclosure obligations under Rule 15c2-12(b)(5) in all material respects.] See"CONTINUING DISCLOSURE." Bond Owners' Risks Certain events could affect the ability of the District to pay the principal of and interest on the Bonds when due. See the section of this Official Statement entitled"SPECIAL RISK FACTORS" for a discussion of certain factors which should be considered, in addition to other matters set forth herein, in evaluating an investment in the Bonds. The Bonds are not rated by any nationally recognized rating agency. The purchase of the Bonds involves risks, and the Bonds may not be appropriate investments for some types of investors. See"SPECIAL RISK FACTORS"herein. Other Information This Official Statement speaks only as of its date, and the information contained herein is subject to change. Brief descriptions of the Bonds and the Indenture are included in this Official Statement. Such descriptions and information do not purport to be comprehensive or defmitive. All references herein to the Indenture,the Bonds and the constitution and laws of the State as well as the proceedings of the City, acting as the legislative body of the District, are qualified in their entirety by references to such documents, laws and proceedings, and with respect to the Bonds, by reference to the Indenture. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture. Copies of the Indenture and other documents and information are available for inspection and(upon request and payment to the District of a charge for copying,mailing and handling)for delivery from the City at 2000 Main Street,Huntington Beach, California 92648,Attention: Director of Finance. 5 DOC S OC/1615361 v5/022273-0006 ESTIMATED SOURCES AND USES OF FUNDS The following table sets forth the expected sources and uses of Bond proceeds,together with funds on hand for the Refunded Bonds. Sources of Funds Principal Amount of Bonds $ [Less/Plus]: Original Issue[Discount/Premium] Less: Underwriter's Discount Plus: Prior Funds Total Sources Uses of Funds: Escrow Fund to Redeem Refunded Bonds $ Reserve Account of the Special Tax Fund Costs of Issuance Fund') [Administrative Expense Fund] Total Uses $ Includes legal fees,trustee fees.financial advisory fees,printing costs and other costs of delivery of the Bonds. THE REFUNDING PLAN A portion of the proceeds from the sale of the Bonds will be used along with other funds held by the District to defease the Refunded Bonds. The District will enter into an Escrow Agreement with regard to the Refunded Bonds (the "Escrow Agreement"), dated as of , 2013, by and between the District and The Bank of New York Mellon Trust Company, N.A., as prior fiscal agent and as escrow bank (the "Escrow Bank"). An irrevocable escrow fund will be established under the Escrow Agreement (the "Escrow Fund"). The moneys deposited with the Escrow Bank will be sufficient to defease the remaining Refunded Bonds and redeem such Refunded Bonds on September 1, 2013 (the "Redemption Date"). Moneys on deposit in the Escrow Fund will be held uninvested as cash or invested in non-callable federal securities. The amounts in the Escrow Fund will be held by the Escrow Bank and for the benefit of the owners of the Refunded Bonds and will be applied to redeem the Refunded Bonds on September 1, 2013. Upon the establishment of the Escrow Fund as described above, the Refunded Bonds will be discharged under the Indenture and the owners of the Refunded Bonds will have no rights thereunder except to be paid the principal and interest due on the Refunded Bonds from amounts in the Escrow Fund. Grant Thornton, LLP, upon delivery of the Bonds, will deliver a verification report relating to the sufficiency of moneys deposited into the Escrow Fund to pay the principal of, interest on and the redemption price with respect to the Refunded Bonds on the Redemption Date. THE BONDS Authority for Issuance The Bonds in the aggregate principal amount of $4,780,000` are authorized to be issued by the District under and subject to the terms of the Indenture, the Act and other applicable laws of the State of California. Preliminary,subject to change. 6 DOCSOC/161536lv5/022273-0006 Purpose of the Bonds The Bonds are being issued to provide funds to(i)redeem the Refunded Bonds on September 1,2013, (ii)fund a deposit to the reserve account securing the Bonds, and(iii)pay the costs of issuance of the Bonds. See"ESTIMATED SOURCES AND USES OF FUNDS"and"THE REFUNDING PLAN"herein. General Provisions The Bonds will be issued and delivered initially in book-entry form and will bear interest at the rates per annum and will mature on the dates set forth on the cover page hereof. Individual purchases of the Bonds may be made in principal amounts of$5,000 and any integral multiple thereof. The Bonds will be dated the Delivery Date and interest will be payable thereon on September 1 and March 1 of each year, commencing March 1, 2014 (individually, an "Interest Payment Date"). Interest on the Bonds will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of that Bond,unless(i)the date of authentication is an Interest Payment Date, in which event it shall bear interest from such date, (ii)the date of authentication is after the 15th day of the month, regardless of whether such day is a Business Day but prior to the immediately succeeding Interest Payment Date(a"Record Date"), in which event interest shall be payable from the Interest Payment Date immediately succeeding the date of authentication, or (iii)the date of authentication is prior to the close of business on the first Record Date, in which event interest shall be payable from the Delivery Date; provided, however, that if at the time of authentication of such Bond, interest is in default, interest on that Bond shall be payable from the last Interest Payment Date to which the interest has been paid or made available for payment, or if no interest has been paid or made available for payment on that Bond, interest on that Bond shall be payable from the Delivery Date. The Bonds are issued as fully-registered bonds and will be registered in the name of Cede& Co., as nominee DTC. DTC will act as securities depository of the Bonds. Ownership interests in the Bonds may be purchased in book-entry form only in denominations of $5,000 and any integral multiple thereof. See APPENDIX F—"BOOK-ENTRY-ONLY SYSTEM." Debt Service Schedule The Special Tax is to be levied against the property within Improvement Area A and collected according to the Rate and Method. See APPENDIX A—"RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX." The District has covenanted to levy the Special Tax each year in time to have it placed on the secured property tax roll of the County. Actual collections of the Special Tax will depend on the Special Tax delinquencies. See"IMPROVEMENT AREA A—Delinquency History." 7 DOC SOC/1615361 v5/022273-0006 IMPROVEMENT AREA A OF THE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO.2002-1 (MCDONNELL CENTRE BUSINESS PARK) 2013 SPECIAL TAX REFUNDING BONDS DEBT SERVICE SCHEDULE Period Ending Total September I Principal Interest Debt Service 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 Source: The Underwriter. Redemption of the Bonds Optional Redemption.* The Bonds are subject, at the option of the District, to call and redemption from any available source of funds prior to their stated maturity on any date, as a whole or in part, and by lot, at the following redemption prices expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the date of redemption: Redemption Dates Redemption Price Any Interest Payment Date from September 1, 20_through March 1, % 2021 September 1,2021 and March 1,2022 September 1,2022 and March 1,2023 September 1,2023 and any date thereafter Special Mandatory Redemption from Special Tax Prepayments.* The Bonds are subject to Special Mandatory Redemption from Special Tax Prepayments as a whole, or in part on a pro rata basis among maturities, on any Interest Payment Date,and shall be redeemed by the Trustee,from Special Tax Prepayments deposited to the Redemption Account, plus amounts transferred from the Reserve Account, at the following Preliminary,subject to change. 8 DOCSOC/161536lv5/022273-0006 redemption prices, expressed as a percentage of the principal amount of the Bonds to be redeemed, together with accrued interest to the date of redemption: Redemption Dates Redemption Price Any Interest Payment Date through March 1,2021 % September 1,2021 and March 1,2022 September 1,2022 and March 1,2023 September 1,2023 and any Interest Payment Date thereafter Mandatory Sinking Fund Redemption. Bonds maturing on September 1, 20_shall be called before maturity and redeemed, from the Sinking Fund Payments that have been deposited into the Redemption Account, on September 1, 20_, and on each September 1 thereafter prior to maturity, in accordance with the schedule of Sinking Fund Payments set forth below. The Term Bonds so called for redemption shall be selected by the Trustee by lot and shall be redeemed at a redemption price for each redeemed Term Bond equal to the principal amount thereof,plus accrued interest to the redemption date,without premium,as follows: Term Bonds Due on September 1,20_ Year (September 1) Principal Amount (Maturity) In the event of a partial optional redemption or special mandatory redemption of the Term Bonds, each of the remaining Sinking Fund Payments for such Term Bonds will be reduced, as nearly as practicable, on a pro rata basis. Selection of Bonds for Redemption. If less than all of the Bonds Outstanding are to be redeemed (except with respect to mandatory sinking fund redemption in which case selection shall be by lot),the Trustee shall select Bonds pro rata among maturities and by lot within a maturity. The portion of any Bond of a denomination of more than $5,000 to be redeemed shall be in the principal amount of$5,000 or an integral multiple thereof, and, in selecting portions of such Bonds for redemption, the Trustee shall treat each such Bond as representing that number of Bonds of $5,000 denominations which is obtained by dividing the principal amount of such Bond to be redeemed in part by $5,000. The Trustee shall promptly notify the District in writing of the Bonds,or portions thereof,selected for redemption. Notice of Redemption. At least 30 days but no more than 60 days prior to the redemption date, the Trustee shall mail a copy of such notice,by first class mail,postage prepaid, to the respective Owners thereof at their addresses appearing on the Bond Register. The actual receipt by the Owner of any Bond of notice of such redemption shall not be a condition precedent thereto, and neither the failure to receive such notice nor any defect therein shall affect the validity of the proceedings for the redemption of such Bonds, or the cessation of interest on the redemption date. A certificate by the Trustee that notice of such redemption has been given as herein provided shall be conclusive as against all parties, and the Owner shall not be entitled to show that he or she failed to receive notice of such redemption. Any notice of redemption may condition such redemption upon the receipt of available funds on the date of redemption. SECURITY AND SOURCES OF PAYMENT FOR THE BONDS As described below, the principal of and interest on the Bonds are payable from Net Taxes and all amounts in the Special Tax Fund (including the Debt Service Account and the Reserve Account) established 9 DOCSOC/1615361v5/022273-0006 under the Indenture. Amounts in the Administration Fund are not pledged to the repayment of the Bonds. The Net Taxes are the Special Tax proceeds, including all proceeds from foreclosure sales for delinquent Special Taxes, remaining after payment of the Administrative Expense Requirement. The Bonds are secured only by the Net Taxes collected within Improvement Area A. Special taxes(if any) levied within Improvement Area B of the District("Improvement Area B")are not pledged to the repayment of the Bonds. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE COUNTY OF ORANGE, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. EXCEPT FOR THE NET TAXES LEVIED IN IMPROVEMENT AREA A, NO OTHER REVENUES OR TAXES ARE PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS ARE NOT GENERAL OR SPECIAL OBLIGATIONS OF THE CITY OR GENERAL OBLIGATIONS OF THE DISTRICT BUT ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY FROM NET TAXES LEVIED IN IMPROVEMENT AREA A AND OTHER AMOUNTS HELD UNDER THE INDENTURE AS MORE FULLY DESCRIBED HEREIN. Special Taxes General. Pursuant to the Law, on April 1, 2002, the City Council, adopted a resolution stating its intention to form the District, and Improvement Areas A and B therein, and to authorize the levy of a special tax on the taxable property within Improvement Areas A and B. Additionally, on April 1, 2002, the City Council adopted a resolution stating its intention to incur bonded indebtedness in an aggregate principal amount not to exceed$13,000,000 within Improvement Area A for the purpose of financing the costs of the Public Facilities. Subsequent to a noticed public hearing on June 3, 2002, the City Council adopted Resolution No. 2002-38 which established the District, and Improvement Areas A and B therein, and authorized the levy of a special tax within Improvement Area A in accordance with the Rate and Method. The City Council also adopted on June 3, 2002 Resolution No. 6174 which determined the necessity to incur bonded indebtedness in an amount not to exceed$13,000,000 within Improvement Area A, called an election within Improvement Area A on the propositions of forming Improvement Area A, incurring bonded indebtedness not to exceed$13,000,000 as set forth in the Resolution to Incur Bonded Indebtedness, levying a special tax within Improvement Area A in accordance with the Rate and Method and setting an appropriations limit. All propositions were approved by the qualified electors within Improvement Area A, which were the record landowners within Improvement Area A at the time of the election, at an election held on June 3,2002. On June 18, 2002, a Notice of Special Tax Lien was recorded in the office of the County Recorder for Improvement Area A. The City Council, as the legislative body of the District, has covenanted in the Indenture to cause the Treasurer-Tax Collector of the County of Orange (the "County Treasurer") to levy Special Taxes up to the maximum rates permitted under the Rate and Method in an amount anticipated to be sufficient, together with any moneys on deposit in the Special Tax Fund established under the Indenture (including such amounts deposited in the Reserve Account for the payment of debt service on the Bonds in the final Bond Year) and anticipated to be available in the next succeeding Bond Year, to pay in the following amounts: (i)Administrative Expenses due or coming due equal to the Administrative Expense Requirement, (ii)the principal of and interest on the Bonds,and(iii)the amount, if any,necessary to replenish the Reserve Account for the Bonds to an amount equal to the Reserve Requirement established by the Indenture. Notwithstanding the foregoing, the Special Taxes levied in any Fiscal Year may not exceed the maximum rates authorized pursuant to the Rate and Method for the District. See APPENDIX A — "RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX"hereto. There is no assurance that the Special Tax proceeds will, in all circumstances, be adequate to pay the principal of and interest on the Bonds when due. See "SPECIAL RISK FACTORS—Insufficiency of Special Taxes." 10 DOCSOC/1615361v5/022273-0006 Rate and Method of Apportionment of Special Tam The District is legally authorized and has covenanted to cause the levy of the Special Taxes in an amount determined according to the Rate and Method,which the City Council and the qualified electors of the District have approved. The Rate and Method apportions the total amount of Special Taxes to be collected among the eight taxable parcels in Improvement Area A as more particularly described herein. The District adopted the Rate and Method following public hearings and elections conducted pursuant to the provisions of the Law. The full text of the Rate and Method is set forth in APPENDIX A hereto. The Special Tax is levied on and collected from the owners of the property in Improvement Area A as set forth in the Rate and Method. The Rate and Method provides that, on or about each July 1st, the Director of Administrative Services of the City or such other person as is designated by the City Administrator to administer the Special Tax (the "Administrator") shall determine which Assessor's Parcels in Improvement Area A are Taxable Property. Taxable Property is defined as all of the Assessor's Parcels within the boundaries of Improvement Area A, which are not Exempt Land, or otherwise exempt from the Special Tax pursuant to the Act. Exempt Land is defined as (i)any real property within the boundaries of Improvement Area A which is owned by a governmental agency for public right of way purposes, including, but not limited to, streets,water well production facilities, public walkway corridors, and slopes as determined in each Fiscal Year by the Administrator, and(ii)any Assessor's Parcel for which the Special Tax has been paid in full. There are eight parcels of Taxable Property within Improvement Area A which have been fully built out. See"IMPROVEMENT AREA A" The Rate and Method provides that during each Fiscal Year, the City Council or its designee shall levy the Special Tax proportionally on each Assessor's Parcel of Taxable Property at up to 100% of the Maximum Special Tax for that Fiscal Year, as needed to satisfy the Special Tax Requirement. The Special Tax Requirement is defined as the amount required in any Fiscal Year necessary: (i)to pay the annual scheduled debt service on the Outstanding Bonds due in the next succeeding Bond Year which commences in such Fiscal Year, (ii)to pay any amounts required to establish or replenish the Reserve Account for all Outstanding Bonds, (iii)to pay Administrative Expenses due and estimated by the Administrator to become due prior to the next levy of the Special Tax, and(iv)to cure any delinquencies in the payment of principal or interest on indebtedness of Improvement Area A. The Special Tax Requirement is subject to reduction in respect of(i)any credit from interest earnings on the Reserve Account or other Bond funds the earnings on which are available under the terms of the Indenture to pay debt service on the Bonds, (ii)the collection of delinquent Special Tax since the last Special Tax levy, and (iii)any other funds legally available to apply against the Special Tax Requirement as determined by the Administrator. The Maximum Special Tax for each Parcel of Taxable Property is $13,925.79 per Acre in Fiscal Year 2013-14, increasing in every Fiscal Year thereafter by 2% of the Maximum Special Tax for the prior Fiscal Year. The Special Tax may be levied and collected on Taxable Property for each Fiscal Year until the date on which principal and interest on all Outstanding Bonds have been paid in full (or provision for their payment has been made in accordance with the terms of the Indenture). The Rate and Method allows for partial and/or full prepayment of the Special Tax obligation with respect to any parcel. If a prepayment of the Special Tax is made with respect to any parcel in Improvement Area A, the net proceeds of any such prepayment, together with a transfer of a portion of the amount in the Reserve Account,will be used to redeem Bonds on the next Interest Payment Date following such prepayment for which notice of redemption can timely be given. See APPENDIX A—"RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX" for the detailed provisions of the Rate and Method pertaining to prepayments of Special Taxes, and "THE BONDS—Redemption of the Bonds—Special Mandatory Redemption from Special Tax Prepayments"herein. Any parcel in Improvement Area A for which the Special Tax has been prepaid in full will thereafter be classified as Exempt Land under the Rate and Method. 11 DOCSOC/1615361v5/022273-0006 UNDER NO CIRCUMSTANCES MAY THE SPECIAL TAX ON ANY ASSESSOR'S PARCEL EXCEED THE MAXIMUM RATES AS SET FORTH IN APPENDIX A HERETO. See APPENDIX A — "RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX"hereto. In connection with the issuance of the Bonds, Willdan Financial Services, the District's Special Tax Consultant, will certify that the Maximum Special Tax that may be levied on assessor's parcels within Improvement Area A will be at least equal to 110% of maximum annual debt service on the Bonds plus the Administrative Expense Requirement. Actual collections of the Special Tax will depend on the amount of Special Tax delinquencies. Collection of Special Taxes and Flow of Funds. The Special Taxes will be levied and collected by the County Treasurer in the same manner and at the same time as ad valorem property taxes. The Finance Director will, no later than the last day of each month during which the Special Taxes are apportioned to the District, transfer Special Taxes to the Trustee to be deposited in the Special Tax Fund. Special Tax Prepayments will immediately be transferred by the Finance Director to the Trustee for deposit to the Redemption Account of the Special Tax Fund to redeem Bonds in accordance with the Indenture. See "THE BONDS — Redemption of the Bonds — Special Mandatory Redemption for Special Tay Prepayments." On the dates specified in the Indenture and if there are sufficient amounts available in the Special Tax Fund for such purposes, the Trustee shall make the following transfers and in the priority as follows: First: To the Director of Finance for deposit in the Administration Fund, the amount of Administrative Expenses levied for in the current Fiscal Year up to the Administrative Express Cap (plus Extraordinary Administrative Expenses in the event there are Extraordinary Administrative Expenses); provided that no more than half of the amount of Administrative Expenses up to half of the Administrative Expense Cap (plus Extraordinary Administrative Expenses in the event there are Extraordinary Administrative Expenses) levied for in the current Fiscal Year shall be deposited in the Administration Fund until the earlier of (i) the date moneys on deposit in the Debt Service Account of the Special Tax Fund are sufficient to pay debt service on the Bonds on March 1 of such Fiscal Year, or(ii)March 2 of such Fiscal Year; Second: To the Debt Service Account, an amount such that the balance in the Debt Service Account one Business Day prior to each Interest Payment Date shall be equal to the principal of, and interest on the Bonds, on said Interest Payment Date. Moneys in the Debt Service Account shall be used for the payment of the interest and principal of the Bonds as the same become due; Third: To the Reserve Account of the Special Tax Fund to the extent necessary to replenish the Reserve Account to the Reserve Requirement; Fourth: To the Administrative Expense Fund for Administrative Expenses not previously deposited to the Administrative Expense Fund;and Fifth: To the Rebate Fund established by the Indenture for payment to the United States 0 pursuant to the Indenture. Sixth: To the Surplus Fund. Although the Special Taxes will constitute liens on taxed parcels within Improvement Area A, such taxes do not constitute a personal indebtedness of the owners of property within Improvement Area A. Moreover, other liens for taxes and assessments already exist on the property located within Improvement Area A and others could come into existence in the future in certain situations without the consent or knowledge of the District or the landowners in Improvement Area A. See "— Existing Liens" below and "SPECIAL RISK FACTORS—Parity Taxes and Special Assessments"herein. There is no assurance that the 12 DOCSOC/1615361 v5/022273-0006 property owners in the District will be financially able to pay the annual Special Taxes or that they will pay such taxes even if financially able to do so. See the portion of this Official Statement entitled "SPECIAL RISK FACTORS." Debt Service Coverage from Maximum Special Taxes Table 1 below demonstrates the projected Debt Service Coverage assuming the Special Taxes were levied at the Maximum Special Tax rate set forth in the Rate and Method. TABLE 1 IMPROVEMENT AREA A OF THE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO.2002-1 ESTIMATED MAXIMUM TAXING CAPACITY Year Ending Maximum Special Administrative 2013 Bonds September I Taxes( Expenses(2) Debt Service Coverage(3) 2014 $ 465,121.46 $ 20,000.00 $ 300,236.63 1.48 2015 474,423.89 20,400.00 307,612.50 1.48 2016 483,912.37 20,808.00 314,912.50 1.47 2017 493,590.61 21,224.16 322,012.50 1.47 2018 503,462.43 21,648.64 328,912.50 1.46 2019 513,531.68 22,081.62 339,787.50 1.45 2020 523,802.31 22,523.25 344,387.50 1.46 2021 534,278.35 22,973.71 353,687.50 1.45 2022 544,963.92 23,433.19 362,025.00 1.44 2023 555,863.20 23,901.85 374,325.00 1.42 2024 566,980.46 24,379.89 380,325.00 1.43 2025 578,320.07 24,867.49 385,762.50 1.43 2026 589,886.48 25,364.84 394,962.50 1.43 2027 601,684.20 25,872.13 408,362.50 1.41 2028 613,717.89 26,389.58 415,762.50 1.41 2029 625,992.25 26,917.37 427,362.50 1.40 2030 638,512.09 27,455.71 432,062.50 1.41 2031 651,282.33 28,004.83 445,912.50 1.40 2032 664,307.98 28,564.92 453,487.50 1.40 (1) Pursuant to the Rate and Method,the Maximum Special Tax shall increase in every Fiscal Year by two percent(2%)of the Maximum Special Tax for the prior Fiscal Year. (2) Based on the preliminary Administrative Expenses amount of$20,000 for Fiscal Year 2013-14 and estimated to escalate 2% annually. (3) Maximum Special Taxes,less Administrative Expenses,divided by 2013 Bonds Debt Service. Source: Willdan Financial Services Covenant Not to Reduce Special Tax Rates Unless Certain Conditions are Met The District has covenanted in the Indenture that it will not take any actions that would discontinue or cause the discontinuance of the Special Tax levy or the District's authority to levy the Special Tax so long as the Bonds are Outstanding, including the initiation of proceedings under the Act to reduce the maximum Special Tax rates on then existing Taxable Property below the amounts which are necessary to pay Administrative Expenses and to provide Special Taxes in an amount equal to 110%of annual debt service on the Outstanding Bonds. The District has further covenanted that in the event an initiative is adopted which purports to reduce maximum Special Tax rates or to limit the power of the District to levy Special Taxes for the purposes set forth above, it will commence and pursue legal action seeking to preserve its ability to comply 13 DOCSOC/1615361v5/022273-0006 with its covenants. There are no California court cases interpreting the enforceability of the foregoing covenants in light of Article XIIIC. See"SPECIAL RISK FACTORS—Proposition 218." Existing Liens The lots within Improvement Area A are subject to additional public indebtedness as set forth under the heading"IMPROVEMENT AREA A—Direct and Overlapping Indebtedness"herein. The lien for the Special Taxes is co-equal to the lien for the overlapping assessments and special taxes and the lien for general property taxes. See "IMPROVEMENT AREA A — Direct and Overlapping Indebtedness." Except as disclosed in this Official Statement,the District is unaware of any present or contemplated assessment district or community facilities district that includes property within Improvement Area A. The District has no control, and the City has only limited control, over the amount of additional indebtedness that may be issued in the future by other public agencies, the payment of which, through the levy of a tax or an assessment,will be on a parity with the Special Taxes. No Obligation of the City Upon Delinquency The City is under no obligation to transfer any funds of the City into the Special Tax Fund for payment of the principal of or interest on the Bonds if a delinquency occurs in the payment of any Special Taxes. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Proceeds of Foreclosure Sales"for a discussion of the District's obligation to foreclosure Special Tax liens upon delinquencies. Special Taxes Are Not Within Teeter Plan The Special Taxes are not encompassed within the alternate procedure for the distribution of certain property tax levies on the secured roll pursuant to Chapter 3, Part 8, Division 1 of the California Revenue and Taxation Code(Section 4701 et seq.), commonly referred to as the"Teeter Plan." The County of Orange has adopted a Teeter Plan under which a tax distribution procedure is implemented and secured roll taxes are distributed to taxing agencies with the County on the basis of the tax levy,rather than on the basis of actual tax collections. However,the City has not elected to have the District participate in the County's Teeter Plan. Proceeds of Foreclosure Sales The net proceeds received following a judicial foreclosure sale of land within Improvement Area A resulting from a property owner's failure to pay the Special Tax when due are pledged to the payment of principal of and interest on the Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS—Special Taxes—Collection of Special Tees and Flow of Funds"herein. Pursuant to Section 53356.1 of the Act, the District has covenanted that it will order, and cause to be commenced, within ninety(90)days following the date a delinquency in the payment of a Special Tax occurs, and thereafter diligently prosecute to judgment (unless such delinquency is theretofore brought current), an action in the superior court to foreclose the lien of any Special Tax or installment thereof not paid when due. Notwithstanding the foregoing, the District is not required commence or pursue such proceedings with respect to any property owned by a single property owner who is delinquent in the payment of Special Taxes in an amount less than$5,000 if both(i)the aggregate amount of such delinquent Special Taxes does not exceed 5% of the total Special Taxes due and payable for the Fiscal Year in question and(ii)the balance on deposit in the Reserve Account of the Special Tax Fund is not less than the Reserve Requirement. If foreclosure is necessary and other funds (including amounts in the Reserve Account of the Special Tax Fund) have been exhausted, debt service payments on the Bonds could be delayed until the foreclosure 14 DOCSOC/1615361v5/022273-0006 proceedings have ended with the receipt of any foreclosure sale proceeds. Judicial foreclosure actions are subject to the normal delays associated with court cases and may be further slowed by bankruptcy actions, involvement by agencies of the federal government and other factors beyond the control of the District. See "SPECIAL RISK FACTORS—Bankruptcy and Foreclosure" herein. Moreover, no assurances can be given that the real property subject to foreclosure and sale at a judicial foreclosure sale will be sold or, if sold, that the proceeds of such sale will be sufficient to pay any delinquent Special Tax installment. See "SPECIAL RISK FACTORS—Land Values" herein. Although the Act authorizes the District to cause such an action to be commenced and diligently pursued to completion, the Act does not impose on the District or the City any obligation to purchase or acquire any lot or parcel of property sold at a foreclosure sale if there is no other purchaser at such sale. The Act provides that, in the case of a delinquency,the Special Tan will have the same lien priority as is provided for ad valorem taxes. Reserve Account In order to further secure the payment of principal of and interest on the Bonds, upon delivery of the Bonds, the District will deposit in the Reserve Account such amount equal to the Reserve Requirement with respect to the Bonds. Thereafter,the District is required, subject to the limits on the levy of the Special Tax,to deposit and to maintain the Reserve Requirement in the Reserve Account at all times while any of the Bonds are outstanding. The Reserve Requirement for the Bonds is defined as the amount equal to the lowest of: (i) 10% of the original proceeds of the Bonds; (ii)maximum annual principal and interest requirements on all Bonds outstanding or (iii) 125% of the average annual principal and interest requirements on all Bonds outstanding. See APPENDIX D — "SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE" herein. Subject to the limits on the maximum annual Special Tax which may be levied within Improvement Area A, as described in APPENDIX A,the District has covenanted to levy Special Taxes in an amount that is anticipated to be sufficient, in light of the other intended uses of the Special Tax proceeds, to maintain the balance in the Reserve Account at the Reserve Requirement while any Bonds are outstanding. Amounts in the Reserve Account are to be applied to the payment of(i)redemption of the Bonds in whole or in part, (ii)debt service on the Bonds to the extent other moneys are not available therefor, and(iii)the principal and interest due on the final maturity of the Bonds. In addition,moneys in the Reserve Account may be used to make any required transfer to the Rebate Fund. In the event of a prepayment of Special Taxes, under certain circumstances, a portion of the Reserve Account will be added to the amount being prepaid and be applied to redeem Bonds; provided, however, that no such transfer shall be made if it would result in the amount in the Reserve Account being less than the Reserve Requirement. See APPENDIX D — "SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE" herein for a description of additional requirements. In no event shall amounts in the Reserve Account be used to pay fees or expenses of the Trustee or its counsel. Priority of Bonds and Pledge of Net Taxes The District has pledged and assigned to the Trustee all Net Taxes (Special Taxes remaining after setting aside and depositing amounts sufficient to pay the Administrative Expenses in the Administration Fund)for the payment of principal of, premium, if any,and interest on the Bonds. Pursuant to the Act and the Indenture, the Bonds shall be and are equally secured by a pledge of and lien upon the Net Taxes, and certain other amounts on deposit in the Special Tax Fund and the Reserve Account of the Special Tax Fund. So long as any of such Bonds are Outstanding and unpaid,the Net Taxes and the interest thereon may be used only as provided in the Indenture unless the Bondowners authorize other uses of such Net Taxes pursuant to the provisions of the Indenture. Nothing in the Indenture or in any Supplemental Indenture shall preclude the redemption prior to maturity of any Bonds subject to call and redemption or the payment of the Bonds from proceeds of refunding bonds issued under the Act or under any other law of the State. Amounts in the Administration Fund are not pledged to the repayment of the Bonds. 15 DOCSOC/1615361v5/022273-0006 No Additional Bonds The District has covenanted in the Indenture not to issue any additional bonds secured by the Special Taxes. IMPROVEMENT AREA A Location Improvement Area A is located in the northwestern portion of the City of Huntington Beach, south of Rancho Road, north of Bolsa Avenue east of Bolsa Chica Road and west of Springdale Street. Improvement Area A includes approximately 33.92 net acres on eight parcels which have been fully built out. The immediate area around Improvement Area A is the primary industrial district for the City. North of Improvement Area A on the opposite side of Rancho Road and a U.S. Navy Railroad right-of-way is residential development within the cities of Huntington Beach and Westminster. South of Improvement Area A on the opposite side of Bolsa Avenue is industrial and office development within the Huntington Beach Industrial Park and residential development along portions of Bolsa Chica Road. Farther south beyond McFadden Avenue is additional industrial development, residential development and Marina High School. East of Improvement Area A beyond Springdale Street is residential development and some commercial uses extending east to Edwards Street. Beyond Edwards Street is the Westminster Mall. Farther east is the San Diego (405) Freeway. West of Improvement Area A on the opposite side of Bolsa Chica Road is the United States Naval Weapons Station within the City of Seal Beach. Primary access to the area is provided by Bolsa Avenue and Westminster Avenue which connect to the San Diego (405) Freeway about 1-1/2 miles east and Bolsa Chica Street and Springdale Street which connect to the San Diego(405)Freeway about 1-1/2 to 2 miles north. General Description of Improvement Area A and Ownership General. Improvement Area A is irregular in shape and contains approximately 33.92 net acres comprised of eight parcels which have been fully built out and include approximately square feet of completed industrial and office building space. Each of the eight parcels is owned by a separate entity. The property within Improvement Area A is part of a larger area constituting a 307-acre master planned business park known as the"McDonnell Centre Business Park." The property within Improvement Area A is zoned for light industrial,office and support commercial services. The property owners within Improvement Area A (the "Property Owners") have not provided any information for this Official Statement, nor will the Property Owners provide any continuing disclosure with respect to the Bonds. The information regarding the parcels, buildings and ownership within the District has been provided by the District from available public information. The following table sets forth ownership and development information regarding each of the eight built out parcels within Improvement Area A. 16 DOCSOC/161536lv5/022273-0006 Building Assessor's Square Building Parcel Number Current Owner") Acres Lot Area Footage Completed Use 195-111-50 GHT HB LLC 4.95 215,491 60,730 February 2007 Industrial 195-111-51 Skylab LLC 5.53 240,795 129,048 December 2004 Industrial 195-111-52 Shamrock Skylab LLC 4.41 191,919 80,041 May 2006 Industrial 195-111-57 14520 Delta Lane 8.64 376,166 168,875 May 2006 Industrial Acquisition LP 195-111-58 Santana Investment 2.25 98,030 Industrial Properties LLC 195-111-59 Argosy Ave LLC 3.26 141,950 Industrial 195-111-60 Scheckter,Terence P TR 3.31 144,386 58,560 May 2006 Office/Industrial 195-111-62 1-Mar LLC 1 57 68,183 13,917 June 2007 Office/Industrial Total 33.92 1,476,920 lD As of March 1,2013, Source: The District. Ownership. GHT HB LLC acquired Assessor's Parcel No. 195-111-50 in Improvement Area A in September, 2004. Construction of the 60,730 square foot building located on Assessor's Parcel No. 195-111- 50 was completed in February 2007. The building is a tilt up concrete building for office, warehouse and manufacturing space. The Special Tax Consultant estimates that the owner of this parcel will be responsible for approximately 10.72% of the projected Fiscal Year 2013-14 Special Tax levy. See Table 4. The District has confirmed that GHT HB LLC has never been delinquent in the payment of Special Taxes in Improvement Area A. Skylab LLC acquired Assessor's Parcel No. 195-111-51 in Improvement Area A in November 2003. Construction of the approximately 129,048 square foot building located on Assessor's Parcel No. 195-111-51 was completed in December 2004. The building is a tilt up concrete building for office, warehouse and manufacturing space. The Special Tax Consultant estimates that the owner of this parcel will be responsible for approximately 20.21% of the projected Fiscal Year 2013-14 Special Tax levy. See Table 4. The District has confirmed that Skylab LLC has never been delinquent in the payment of Special Taxes in Improvement Area A. [The building is currently occupied by Cleveland Golf] Shamrock Skylab LLC acquired Assessor's Parcel No. 195-111-52 in Improvement Area A in March 2011. Construction of the approximately 80,041 square foot building located on Assessor's Parcel No. 195-111-52 was completed in May 2006. The building is a tilt up concrete building for office,warehouse and manufacturing space. The Special Tax Consultant estimates that the owner of this parcel will be responsible for approximately 13.05% of the projected Fiscal Year 2013-14 Special Tax levy. See Table 3. The District has confirmed that Shamrock Skylab LLC has never been delinquent in the payment of Special Taxes in Improvement Area A. 14520 Delta Lane Acquisition LP acquired Assessor's Parcel No. 195-111-57 in Improvement Area A in December 2012. Construction of the approximately 168,875 square foot building located on Assessor's Parcel No. 195-111-57 was completed in May 2006. The building is a tilt up concrete building for office, warehouse and manufacturing space. The Special Tax Consultant estimates that the owner of this parcel will be responsible for approximately 25.75%of the projected Fiscal Year 2013-14 Special Tax levy. See Table 4. The District has confirmed that 14520 Delta Lane Acquisition LP has never been delinquent in the payment of Special Taxes in Improvement Area A. Santana Investment Properties LLC acquired Assessor's Parcel No. 195-111-58 in Improvement Area A in December 2005. Construction of the approximately square foot building located on Assessor's Parcel No. 195-111-58 was completed in , 20 The building is a tilt up concrete building for office,warehouse and manufacturing space. The Special Tax Consultant estimates that the owner of this parcel will be responsible for approximately 6.74% of the projected Fiscal Year 2013-14 Special Tax levy. See Table 4. The District has confirmed that Santana Investment Properties LLC has never been delinquent in the payment of Special Taxes in Improvement Area A. 17 DOCSOC/16153610/022273-0006 Argosy Ave LLC acquired Assessor's Parcel No. 195-111-59 in Improvement Area A in April 2006. Construction of the approximately square foot building located on Assessor's Parcel No. 195-111-59 was completed in 20 The building is a tilt up concrete building for office, warehouse and manufacturing space. The Special Tax Consultant estimates that the owner of this parcel will be responsible for approximately 9.28% of the projected Fiscal Year 2013-14 Special Tax levy. See Table 4. The District has confirmed that Argosy Ave LLC has never been delinquent in the payment of Special Taxes in Improvement Area A. Terrance Scheckter acquired Assessor's Parcel No. 195-111-60 in Improvement Area A in August 2009. Construction of the approximately 58,560 square foot building located on Assessor's Parcel No. 195-111-60 was completed in May 2006. The building is a tilt up concrete building for office,warehouse and manufacturing space. The Special Tax Consultant estimates that the owner of this parcel will be responsible for approximately 10.03% of the projected Fiscal Year 2013-14 Special Tax levy. See Table 4. The District has confirmed that Terrance Scheckter has never been delinquent in the payment of Special Taxes in Improvement Area A. I-Mar LLC acquired Assessor's Parcel No. 195-111-62 in Improvement Area A in June 2007. Construction of the approximately 13,917 square foot building located on Assessor's Parcel No. 195-111-62 was completed in June 2007. The building is a tilt up concrete building for office, warehouse and manufacturing space. The Special Tax Consultant estimates that the owner of this parcel will be responsible for approximately 4.22%of the projected Fiscal Year 2013-14 Special Tax levy. See Table 4. The District has confirmed that I-Mar LLC has never been delinquent in the payment of Special Taxes in Improvement Area A. Direct and Overlapping Indebtedness Within the boundaries of Improvement Area A are numerous overlapping local agencies providing public services. Some of these local agencies have outstanding bonds which are secured by taxes and assessments on the parcels within Improvement Area A and others have authorized but have not yet issued bonds which, if issued, will be secured by taxes and assessments levied on parcels within Improvement Area A. Table 2 below sets forth the existing authorized indebtedness payable from taxes and assessments that may be levied on the Taxable Property within Improvement Area A, prepared by California Municipal Statistics, Inc., and dated March 1, 2013 (the "Debt Report"). The Debt Report is included for general information purposes only. The District believes the information is current as of its date, but makes no representation as to its completeness or accuracy. Other public agencies may issue additional indebtedness at any time, without the consent or approval of the District. See "SPECIAL RISK FACTORS —Parity Taxes and Special Assessments." The Debt Report generally includes long term obligations sold in the public credit markets by public agencies whose boundaries overlap the boundaries of Improvement Area A in whole or in part. In many cases long term obligations issued by a public agency are payable only from the general fund or other revenues of such public agency. Additional indebtedness could be authorized by other public agencies at any time. Table 2 does not include the aggregate principal amount of the Bonds but includes the outstanding aggregate principal amount of the Refunded Bonds being refunded with the proceeds of the Bonds. 18 DOCSOC/1615361 v5/022273-0006 TABLE 2 IMPROVEMENT AREA A OF THE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO.2002-1 DIRECT AND OVERLAPPING DEBT AS OF MARCH 1,2013 2012-13 Assessed Valuation: $66,389,397 (Land and Improvements) DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: %Applicable Debt 3/1/13 Metropolitan Water District General Obligation Bonds 0.003% $ 5,222 Coast Community College District General Obligation Bonds 0.065 199,663 Huntington Beach Union High School District General Obligation Bonds 0.162 359,374 Westminster School District General Obligation Bonds 0.888 459,404 City of Huntington Beach Community Facilities District No.2002-1 100. 4,670,000 TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $5,693,663 OVERLAPPING GENERAL FUND DEBT: Orange County General Fund Obligations 0.016% $ 33,289 Orange County Pension Obligations 0.016 54,749 Orange County Office of Education Certificates of Participation 0.016 2,487 Coast Community College District General Fund Obligations 0.065 13,133 Huntington Beach Union High School District Certificates of Participation 0.162 97,125 Westminster School District Certificates of Participation 0.888 207,033 City of Huntington Beach General Fund Obligations 0.221 103,162 City of Huntington Beach Judgment Obligations 0.221 7,671 Municipal Water District of Orange County Water Facilities Corporation 0.019 1.870 TOTAL GROSS OVERLAPPING GENERAL FUND DEBT $520,519 Less: MWDOC Water Facilities Corporation(100%supported by revenues) 1.870 TOTAL NET OVERLAPPING GENERAL FUND DEBT $518,649 GROSS COMBINED TOTAL DEBT $6,214,182(21 NET COMBINED TOTAL DEBT $6,212,312 Ratios to 2012-13 Assessed Valuation: Direct Debt($4,670,000).................................................................7.03% Total Direct and Overlapping Tax and Assessment Debt..................8.58% Gross Combined Total Debt..............................................................9.36% Net Combined Total Debt.................................................................9.36% (1) Excludes the Bonds but includes the Refunded Bonds. (2) Excludes tax and revenue anticipation notes,enterprise revenue,mortgage revenue and non-bonded capital lease obligations. Source: California Municipal Statistics,Inc. Assessed Value-to-Lien Ratios The assessed value of the taxable parcels within Improvement Area A for Fiscal Year 2012-13 is $66,389,397. The estimated assessed value-to-lien ratio of the Taxable Property within Improvement Area A based upon the principal amount of the Bonds, overlapping debt payable from other taxes and assessments levied on the property within Improvement Area A, and the assessed values included on the 2012-13 Assessor's roll is 11.44"-to-1. The estimated assessed value to bond lien (excluding any direct and overlapping general obligation bond debt) is 13.89}-to-1. Because a parcel's assessed value generally represents its acquisition cost and adjustments for inflation (but not more than 2% per year), it may not be indicative of the parcel's market value. No assurance can be given that the assessed value-to-lien ratio for Improvement Area A will be maintained during the period of time that the Bonds are outstanding. The District Preliminary,subject to change. 19 DOCSOC/1615361 v5/022273-0006 does not have any control over future property values or the amount of additional indebtedness that may be issued in the future by other public agencies, the payment of which is made through the levy of a tax or an assessment with a lien on a parity with the Special Taxes. See "SPECIAL RISK FACTORS — Property Values." The following Table 3 below summarizes the assessed value of the Taxable Property within Improvement Area A for Fiscal Years 2006-07 through 2012-13. TABLE 3 IMPROVEMENT AREA A OF THE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO.2002-1 ASSESSED VALUES OF TAXABLE PROPERTY FISCAL YEAR 2006-07 THROUGH 2O12-13 Percentage Change in Assessed Value from Fiscal Year Assessed ValueM Previous Fiscal Year 2006-07 $ 43,925,038 N/A 2007-08 59,800,572 36.14 2008-09 64,102,593 7.19 2009-10 65,3 84,641 2.00 2010-11(2) 63,748,917 -2.50 2011-12 64,284,093 0.84 2012-13 66,389,397 3.27 Only includes Assessed Values for parcels that were levied. (2) According to the Orange County Assessor's Office,there was a large economic adjustment due to a decline in market value thus reducing the assessed values. Source: Orange County Secured Rolls,as compiled by Willdan Financial Services. 20 DOCSOC/1615361v5/022273-0006 Table 4 below sets forth the estimated value-to-lien ratios for each of the parcels within Improvement Area A based upon the direct and overlapping debt information included in Table 1 with the estimated share of Bonds based upon each parcel's share of the Fiscal Year 2012-13 Special Tax. TABLE 4 IMPROVEMENT AREA A OF THE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO.2002-1 ESTIMATED FISCAL YEAR 2012-13 ASSESSED VALUE-TO-LIEN RATIOS BY PARCEL Fiscal Year Fiscal Year 2012-13 2012-13 Percentage Aggregate Assessed Special Tax Share of Estimated Share Overlapping Total Combined Value-to-Debt Parcel No. Property Owner Value Levy Special Tax of Bonds`(" Debt(" Debt Ratio* 195-111-50 GHT HB LLC $ 6,874,082 $ 39,135.28 10.72% $ 512,347.31 $ 105,991 93 $ 618,339.24 11.12 195-111-51 Skylab LLC 12,038,306 73,788.58 20.21 966,017.96 185,619 45 1,151,637.41 10.45 195-111-52 Shamrock Skylab LLC 9,690,000 47,661.96 13.05 623,976 05 149,410.76 773,386 81 1253 195-111-57 14520 Delta Lane Acquisition LP 14,878,808 94,012.12 25.75 1,230,778.44 229,417 34 1,460,195.78 10.19 195-111-58 Santana Investment Properties LLC 5,766,061 24,596,19 674 322,005.99 88,907 28 410,913.27 14.03 195-111-59 Argosy Ave LLC 6,679,922 33,888 09 9.28 443,652 69 102,998.17 546,650.86 12.22 195-111-60 Scheckter,Terence P TR 7,789,818 36,621,00 1003 479,431 14 120,111.73 599,542 87 1299 195-111-62 1-Mar LLC 2,672,400 15 413.61 4.22 201,790 42 41,205 90 242 996.32 11.00 Total $ 66,389,397 $365,116.83 100.00% $49780,000.00 $1,023,662.56 $5,803,662.56 11.44 Preliminary,subject to change. (0 Debt has been allocated based on the Fiscal Year 2012-13 Maximum Special Tax for each parcel. (2) Includes the lien of the Metropolitan Water District GO Bonds, Coast Community College District GO Bonds, Huntington Beach Union High School GO Bonds, and Westminster School District GO Bonds. See Table 1 "Direct and Overlapping as of March 1,2013"for a description of the overlapping liens. Source: Detailed and Overlapping Debt Reports provided by California Municipal Statistics, Inc. and Orange County 2012-13 Secured Roll, as compiled by Willdan Financial Services. 21 DOC SOC/1615361 v5/022273-0006 Delinquency History Table 5 below summarizes the Special Tax levies and delinquencies for the Taxable Property within Improvement Area A for Fiscal Years 2008-09 through Fiscal Year 2012-13. The current landowners within Improvement Area A have not been delinquent in the payment of Special Taxes. TABLE 5 IMPROVEMENT AREA A OF THE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO.2002-1 SPECIAL TAX LEVIES AND DELINQUENCIES FISCAL YEAR 2008-09 THROUGH 2O12-13 Delinquencies as of September 30 of Fiscal Year Delinquencies as of May 7,2013 Remaining Remaining Remaining Fiscal Amount Parcels Parcels Amount Percent Parcels Amount Percent Year Levied Levied Delinquent Delinquent"' Delinquent Delinquent Delinquent Delinquent 2008-09 $318,498.00 8 0 $0.00 0.00% 0 $0.00 0.00% 2009-10121 321,985.96 8 0 $0 00 0 00% 0 $0.00 0.00 2010-11 329,953 00 8 0 $0.00 0 00% 0 $0.00 0.00 2011-12 362,519 31 8 0 $0.00 0.00% 0 $0.00 0.00 2012-131" 365,116.83 8 N/A N/A N/A 0 $000 0.00 Amount does not include any penalties,interest or fees. iat Delinquency information as of October 5 for this Fiscal Year only. c3� The number of parcels and amount delinquent for Fiscal Year 2012-13 represents the first installment collections only. Source: Orange County Tax Collector,as compiled by Wdldan Financial Services THE CITY OF HUNTINGTON BEACH The City of Huntington Beach is a seaside city located in the County. The City is famous for an 8.5 miles stretch of beach that is complemented by a mild climate and surf culture that has earned the Huntington Beach the title, "Surf City, USA." Incorporated in 1909, the City has a council/administrator form of government. The City Council is comprised of seven members elected biannually at large to four-year terms and the Mayor is selected by the Council Members to one-year term. The City Council appoints the City Administrator who is responsible for the day-to-day administration of Huntington Beach's business and the coordination of all departments. Under the Law, the City Council of the City is authorized to establish and act as the legislative body for community facilities districts. However, the City has no obligations in connection with Improvement Area A or the Bonds, other than with respect to the collection and enforcement of the Special Tax to the limited extent set forth in the Indenture. See Appendix C hereto for general information regarding the City. SPECIAL RISK FACTORS The purchase of the Bonds involves significant risks and, therefore, the Bonds are not suitable investments for many investors. The following is a discussion of certain risk factors which should be considered, in addition to other matters set forth herein, in evaluating the investment quality of the Bonds. The Bonds have not been rated by a rating agency. This discussion does not purport to be comprehensive or definitive and does not purport to be a complete statement of all factors which may be considered as risks in evaluating the credit quality of the Bonds. The occurrence of one or more of the events discussed herein could adversely affect the ability or willingness of property owners in the District to pay their Special Taxes when due. Such failures to pay Special Taxes could result in the inability of the District to make full and punctual payments of debt service on the Bonds. In addition, the occurrence of one or more of the events discussed 22 DOCSOC/1615361v5/022273-0006 herein could adversely affect the value of the property in the District. See "— Property Values" and "— Limited Secondary Market"below. Risks of Real Estate Secured Investments Generally The Bondowners will be subject to the risks generally incident to an investment secured by real estate, including, without limitation, (i)adverse changes in local market conditions, such as changes in the market value of real property in the vicinity of the District,the supply of or demand for competitive properties in such area, and the market value of residential property or commercial buildings and/or sites in the event of sale or foreclosure; (ii)changes in real estate tax rates and other operating expenses, governmental rules (including, without limitation, zoning laws and laws relating to endangered species and hazardous materials) and fiscal policies; (iii)natural disasters (including, without limitation, earthquakes, wildfires and floods), which may result in uninsured losses; (iv)adverse changes in local market conditions; and(v)increased delinquencies due to rising mortgage costs and other factors. No assurance can be given that the individual property owners will pay Special Taxes in the future or that they will be able to pay such Special Taxes on a timely basis. See "SPECIAL RISK FACTORS — Bankruptcy and Foreclosure" below, for a discussion of certain limitations on the District's ability to pursue judicial proceedings with respect to delinquent parcels. Limited Obligations The Bonds and interest thereon are not payable from the general fund of the City. Except with respect to the Special Taxes, neither the credit nor the taxing power of the District or the City is pledged for the payment of the Bonds or the interest thereon, and, except as provided in the Indenture,no Owner of the Bonds may compel the exercise of any taxing power by the District or the City or force the forfeiture of any City or District property. The principal of, premium, if any, and interest on the Bonds are not a debt of the City or a legal or equitable pledge, charge, lien or encumbrance upon any of the City's or the District's property or upon any of the City's or the District's income, receipts or revenues, except the Special Taxes and other amounts pledged under the Indenture. Insufficiency of Special Taxes The principal source of payment of principal of and interest on the Bonds is the proceeds of the annual levy and collection of the Special Tax against Taxable Property within Improvement Area A. The annual levy of the Special Tax is subject to the maximum tax rates authorized. The levy cannot be made at a higher rate even if the failure to do so means that the estimated proceeds of the levy and collection of the Special Tax, together with other available funds,will not be sufficient to pay debt service on the Bonds. Other funds which might be available include funds derived from the payment of penalties on delinquent Special Taxes and funds derived from the tax sale or foreclosure and sale of parcels on which levies of the Special Tax are delinquent. The levy of the Special Tax will rarely, if ever, result in a uniform relationship between the value of particular Taxable Property and the amount of the levy of the Special Tax against such parcels. Thus, there will rarely, if ever, be a uniform relationship between the value of such parcels and the proportionate share of debt service on the Bonds, and certainly not a direct relationship. The Special Tax levied in any particular tax year on Taxable Property is based upon the revenue needs and application of the Rate and Method. Thus, in addition to annual variations of the revenue needs from the Special Tax, the following are some of the factors which might cause the levy of the Special Tax on any particular Taxable Property to vary from the Special Tax that might otherwise be expected: (1) Failure of the owners of Taxable Property to pay the Special Tax and delays in the collection of or inability to collect the Special Tax by tax sale or foreclosure and sale of the delinquent 23 DOCSOC/1615361v5/022273-0006 parcels, thereby resulting in an increased tax burden on the remaining parcels of Taxable Property, subject to any limits imposed by the Law and the Maximum Special Tax amount; and (2) Reduction in the amount of Taxable Property, for such reasons as acquisition of Taxable Property by a governmental agency and failure of the governmental agency to pay the Special Tax based upon a claim of exemption or, in the case of the federal government or an agency thereof, immunity from taxation, thereby resulting in an increased tax burden on the remaining parcels of Taxable Property. If for any reason property within the District becomes exempt from taxation by reason of ownership by a non-taxable entity such as the federal government or another public agency, subject to the limitations of the maximum authorized rates, the Special Tax will be reallocated to the remaining taxable properties within the District. This would result in the owners of such property paying a greater amount of the Special Tax and could have an adverse impact upon the ability and willingness of the owners of such property to pay the Special Tax when due. Except as set forth above under"SECURITY AND SOURCES OF PAYMENT FOR THE BONDS —Special Taxes" herein,the Indenture provides that the Special Tax is to be collected in the same manner as ordinary ad valorem property taxes are collected and, except as provided in the special covenant for foreclosure described in "SECURITY AND SOURCES OF PAYMENT FOR T14E BONDS —Proceeds of Foreclosure Sales" and in the Act, is subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is provided for ad valorem property taxes. Pursuant to these procedures, if taxes are unpaid for a period of five years or more,the property is subject to sale by the County. In the event that sales or foreclosures of property are necessary,there could be a delay in payments to owners of the Bonds pending such sales or the prosecution of foreclosure proceedings and receipt by the District of the proceeds of sale if the Reserve Account is depleted. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS—Proceeds of Foreclosure Sales." Natural Disasters Like other areas of Southern California, property in the District is subject to the risk of major earthquake damage. Although the Huntington Beach area has not experienced any major earthquakes in the past 50 years, the Newport-Inglewood fault, at its closest, is approximately two miles from the District. Additional faults within the City that may be geologically active are the North Branch, Bolsa-Fairview, and South Branch Faults, all of which are within the Newport-Inglewood Fault Zone. Improvement Area A is approximately 2 miles southwest of this fault zone. A significant earthquake along any of the foregoing faults is possible during the period the Bonds will be outstanding. The most recent major earthquake was in 1933, with a magnitude of 6.3 on the Richter scale and an epicenter in the Huntington Harbor area, approximately one mile from the boundary of the District. In the event of a severe earthquake, fire, flood, landslide, high winds or other natural disaster, there may be significant damage to both property and infrastructure in Improvement Area A. As a result, a substantial portion of the property owners may be unable or unwilling to pay the Special Taxes when due. In addition, the value of land in Improvement Area A could be diminished in the aftermath of such a natural disaster, reducing the resulting proceeds of foreclosure sales in the event of delinquencies in the payment of the Special Taxes. Hazardous Substances The presence of hazardous substances on a parcel may result in a reduction in the value of a parcel. In general, the owners and operators of a parcel may be required by law to remedy conditions of the parcel relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental 24 DOCSOC/1615361v5/022273-0006 Response, Compensation and Liability Act of 1980, sometimes referred to as "CERCLA" or the "Superfund Act," is the most well-known and widely applicable of these laws, but State laws with regard to hazardous substances are also stringent and similar. Under many of these laws, the owner or operator is obligated to remedy a hazardous substance condition of property whether or not the owner or operator has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the taxed parcels be affected by a hazardous substance, is to reduce the marketability and value of the parcel by the costs of remedying the condition, because the purchaser, upon becoming owner, will become obligated to remedy the condition just as is the seller. The value of the property within Improvement Area A, as set forth in the various tables herein, does not reflect the presence of any hazardous substance or the possible liability of the owner(or operator) for the remedy of a hazardous substance condition of the property. The District has not independently verified,but is not aware, that any owner (or operator) of any of the parcels within Improvement Area A has such a current liability with respect to any such parcel. However, it is possible that such liabilities do currently exist and that the District is not aware of them. Further, it is possible that liabilities may arise in the future with respect to any of the parcels resulting from the existence, currently, on the parcel of a substance presently classified as hazardous but which has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence, currently on the parcel of a substance not presently classified as hazardous but which may in the future be so classified. Such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling it. All of these possibilities could significantly affect the value of a parcel and the willingness or ability of the owner of any parcel to pay the Special Tax installments. Payment of the Special Tax is not a Personal Obligation of the Owners An owner of Taxable Property is not personally obligated to pay the Special Tax. Rather,the Special Tax is an obligation which is secured only by a lien against the Taxable Property. If the value of a taxable parcel is not sufficient, taking into account other liens imposed by public agencies, to secure fully the Special Tax,the District has no recourse against the owner. Land Values The value of the property within Improvement Area A is a critical factor in determining the investment quality of the Bonds. If a property owner is delinquent in the payment of Special Taxes, the District's only remedy is to commence foreclosure proceedings against the delinquent parcel in an attempt to obtain funds to pay the Special Taxes. Reductions in property values due to a downturn in the economy, physical events such as earthquakes, fires, floods, landslides or stricter land use regulations, delays in development or other events will adversely impact the security underlying the Special Taxes. See "IMPROVEMENT AREA A—Assessed Value-to-Lien Ratios." The assessed values set forth in this Official Statement do not represent market values arrived at through an appraisal process and generally reflect only the sales price of a parcel when acquired by its current owner, adjusted annually by an amount determined by the County Assessor, generally not to exceed an increase of more than 2%per fiscal year. No assurance can be given that a parcel could actually be sold for its assessed value. Prospective purchasers of the Bonds should not assume that the land within Improvement Area A could be sold for its assessed value at a foreclosure sale for delinquent Special Taxes. Additionally, value-to- lien ratios of individual parcels vary greatly. No assurance can be given that any bid will be received for a parcel with delinquent Special Taxes offered for sale at foreclosure or, if a bid is received, that such bid will be sufficient to pay all delinquent 25 DOC SOC/1615361 v5/022273-0006 Special Taxes. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Proceeds of Foreclosure Sales." Parity Taxes and Special Assessments Property within Improvement Area A is subject to taxes and assessments imposed by public agencies also having jurisdiction over the land within Improvement Area A. See "IMPROVEMENT AREA A — Direct and Overlapping Indebtedness." The Special Taxes and any penalties thereon will constitute a lien against the lots and parcels of land on which they will be annually imposed until they are paid. Such lien is on a parity with all special taxes and special assessments levied by other agencies and is co-equal to and independent of the lien for general property taxes regardless of when they are imposed upon the same property. The Special Taxes have priority over all existing and future private liens imposed on the property except, possibly, for liens or security interests held by an agency of the federal government. See "— FDIC/Federal Government Interests in Properties" and "— Bankruptcy and Foreclosure"below. Neither the District nor the City, however, has control over the ability of other entities and districts to issue indebtedness secured by special taxes,ad valorem taxes or assessments payable from all or a portion of the property within Improvement Area A. In addition, the landowners within Improvement Area A may, without the consent or knowledge of the District, petition other public agencies to issue public indebtedness secured by special taxes, ad valorem taxes or assessments. Any such special taxes,ad valorem taxes or assessments may have a lien on such property on a parity with the Special Taxes and could reduce the estimated value-to-lien ratios for the property within Improvement Area A described herein. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS" and "IMPROVEMENT AREA A—Direct and Overlapping Indebtedness." Disclosures to Future Purchasers The willingness or ability of an owner of a parcel to pay the Special Tax even if the value is sufficient may be affected by whether or not the owner was given due notice of the Special Tax authorization at the time the owner purchased the parcel, was informed of the amount of the Special Tax on the parcel,was informed of the maximum tax rate and the risk of such a levy and the ability of such owner to pay the Special Tax as well as pay other expenses and obligations. The City has caused a Notice of the Special Tax to be recorded in the Office of the Recorder for the County against each parcel. While title companies normally refer to such notices in title reports, there can be no guarantee that such reference will be made or, if made, that a prospective purchaser or lender will consider such Special Tax obligation in the purchase of a property within Improvement Area A or lending of money thereon. The Act requires the subdivider(or its agent or representative)of a subdivision to notify a prospective purchaser or long-term lessor of any lot, parcel,or unit subject to a Mello-Roos special tax of the existence and maximum amount of such special tax using a statutorily prescribed form. California Civil Code Section 1102.6b requires that in the case of transfers other than those covered by the above requirement,the seller must at least make a good faith effort to notify the prospective purchaser of the special tax lien in a format prescribed by statute. Failure by an owner of the property to comply with the above requirements,or failure by a purchaser or lessor to consider or understand the nature and existence of the Special Tax, could adversely affect the willingness and ability of the purchaser or lessor to pay the Special Tax when due. Special Tax Delinquencies Under provisions of the Act, the Special Taxes, from which funds necessary for the payment of principal of, and interest on, the Bonds are derived, are customarily billed to the properties within Improvement Area A on the ad valorem property tax bills sent to owners of such properties. The Act currently 26 DOCSOC/161536lv5/022273-0006 provides that such Special Tax installments are due and payable, and bear the same penalties and interest for non-payment,as do ad valorem property tax installments. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS —Proceeds of Foreclosure Sales," for a discussion of the provisions which apply, and procedures which the District is obligated to follow under the Indenture, in the event of delinquencies in the payment of Special Taxes. See "—Bankruptcy and Foreclosure" below, for a discussion of the policy of the Federal Deposit Insurance Corporation(the "FDIC") regarding the payment of special taxes and assessment and limitations on the District's ability to foreclose on the lien of the Special Taxes in certain circumstances. FDIC/Federal Government Interests in Properties General. The ability of the District to foreclose the lien of delinquent unpaid Special Tax installments may be limited with regard to properties in which the Federal Deposit Insurance Corporation(the"FDIC"),the Drug Enforcement Agency,the Internal Revenue Service,or other federal agency has or obtains an interest. The supremacy clause of the United States Constitution reads as follows: "This Constitution, and the Laws of the United States which shall be made in Pursuance thereof, and all Treaties made, or which shall be made,under the Authority of the United States,shall be the supreme Law of the Land;and the Judges in every State shall be bound thereby, any Thing in the Constitution or Laws of any State to the contrary notwithstanding." This means that, unless Congress has otherwise provided, if a federal governmental entity owns a parcel that is subject to Special Taxes within Improvement Area A but does not pay taxes and assessments levied on the parcel (including Special Taxes), the applicable state and local governments cannot foreclose on the parcel to collect the delinquent taxes and assessments. Moreover, unless Congress has otherwise provided, if the federal government has a mortgage interest in the parcel and the District wishes to foreclose on the parcel as a result of delinquent Special Taxes, the property cannot be sold at a foreclosure sale unless it can be sold for an amount sufficient to pay delinquent taxes and assessments on a parity with the Special Taxes and preserve the federal government's mortgage interest. In Rust v. Johnson(9th Circuit; 1979)597 F.2d 174,the United States Court of Appeal,Ninth Circuit held that the Federal National Mortgage Association ("FNMA") is a federal instrumentality for purposes of this doctrine, and not a private entity, and that, as a result, an exercise of state power over a mortgage interest held by FNMA constitutes an exercise of state power over property of the United States. The District has not undertaken to determine whether any federal governmental entity currently has, or is likely to acquire, any interest (including a mortgage interest) in any of the parcels subject to the Special Taxes within Improvement Area A, and therefore expresses no view concerning the likelihood that the risks described above will materialize while the Bonds are outstanding. FDIC. In the event that any financial institution making any loan which is secured by real property within Improvement Area A is taken over by the FDIC,and prior thereto or thereafter the loan or loans go into default, resulting in ownership of the property by the FDIC, then the ability of the District to collect interest and penalties specified by State law and to foreclose the lien of delinquent unpaid Special Taxes may be limited. The FDIC's policy statement regarding the payment of state and local real property taxes (the"Policy Statement") provides that property owned by the FDIC is subject to state and local real property taxes only if those taxes are assessed according to the property's value, and that the FDIC is immune from real property taxes assessed on any basis other than property value. According to the Policy Statement, the FDIC will pay its property tax obligations when they become due and payable and will pay claims for delinquent property taxes as promptly as is consistent with sound business practice and the orderly administration of the institution's affairs, unless abandonment of the FDIC's interest in the property is appropriate. The FDIC will pay claims for interest on delinquent property taxes owed at the rate provided under state law,to the extent the 27 DOCSOC/1615361 v5/022273-0006 interest payment obligation is secured by a valid lien. The FDIC will not pay any amounts in the nature of fines or penalties and will not pay nor recognize liens for such amounts. If any property taxes (including interest) on FDIC-owned property are secured by a valid lien(in effect before the property became owned by the FDIC), the FDIC will pay those claims. The Policy Statement further provides that no property of the FDIC is subject to levy,attachment,garnishment, foreclosure or sale without the FDIC's consent. In addition, the FDIC will not permit a lien or security interest held by the FDIC to be eliminated by foreclosure without the FDIC's consent. The Policy Statement states that the FDIC generally will not pay non-ad valorem taxes, including special assessments, on property in which it has a fee interest unless the amount of tax is fixed at the time that the FDIC acquires its fee interest in the property, nor will it recognize the validity of any lien to the extent it purports to secure the payment of any such amounts. Special taxes imposed under the Mello-Roos Act and a special tax formula which determines the special tax due each year are specifically identified in the Policy Statement as being imposed each year and therefore covered by the FDIC's federal immunity. The Ninth Circuit issued a ruling on August 28,2001 in which it determined that the FDIC,as a federal agency,is exempt from Mello-Roos special taxes. The District is unable to predict what effect the application of the Policy Statement would have in the event of a delinquency in the payment of Special Taxes on a parcel within Improvement Area A in which the FDIC has or obtains an interest, although prohibiting the lien of the Special Taxes to be foreclosed out at a judicial foreclosure sale could reduce or eliminate the number of persons willing to purchase a parcel at a foreclosure sale. Such an outcome could cause a draw on the Reserve Account and perhaps, ultimately, if enough property were to become owned by the FDIC,a default in payment on the Bonds. Bankruptcy and Foreclosure Bankruptcy, insolvency and other laws generally affecting creditors' rights could adversely impact the interests of owners of the Bonds in at least two ways. First, the payment of property owners' taxes and the ability of the District to foreclose the lien of a delinquent unpaid Special Tax pursuant to its covenant to pursue judicial foreclosure proceedings may be limited by bankruptcy, insolvency or other laws generally affecting creditors' rights or by the laws of the State relating to judicial foreclosure. See"SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Proceeds of Foreclosure Sales." In addition, the prosecution of a foreclosure could be delayed due to many reasons, including crowded local court calendars or lengthy procedural delays. Secondly,the Bankruptcy Code might prevent moneys on deposit in the Special Tax Fund from being applied to pay interest on the Bonds and/or to redeem Bonds if bankruptcy proceedings were brought by or against a landowner in the District and if the court found that any of such landowners had an interest in such moneys within the meaning of Section 541(a)(1)of the Bankruptcy Code. Although a bankruptcy proceeding would not cause the Special Taxes to become extinguished, the amount and priority of any Special Tax lien could be modified if the value of the property falls below the value of the lien. If the value of the property is less than the lien, such excess amount could be treated as an unsecured claim by the bankruptcy court. In addition, bankruptcy of a property owner could result in a delay in prosecuting Superior Court foreclosure proceedings. Such delay would increase the likelihood of a delay or default in payment of the principal of, and interest on, the Bonds and the possibility of delinquent tax installments not being paid in full. The various legal opinions to be delivered concurrently with the delivery of the Bonds (including Bond Counsel's approving legal opinion) will be qualified, as to the enforceability of the various legal instruments, by moratorium, bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally. 28 DOCSOC/1615361v5/022273-0006 Funds Invested in the County Investment Pool On January 24, 1996, the United States Bankruptcy Court for the Central District of California held that a State statute providing for a priority of distribution of property held in trust conflicted with, and was preempted by, federal bankruptcy law. In that case, the court addressed the priority of the disposition of moneys held in a county investment pool upon bankruptcy of the county. Following payment of the Special Taxes to the District, such funds may be invested in the name of the City or the District for a period of time in the County investment pool. In the event of a petition of or the adjustment of County debts under Chapter 9 of the Federal Bankruptcy Code, a court might hold that the Bond Owners do not have a valid and/or prior lien on the Special Taxes or debt service payments where such amounts are deposited in the County investment pool and may not provide the Bond Owners with a priority interest in such amounts. In that circumstance, unless the Bond Owners could "trace" the funds that have been deposited in the County investment pool, the Bond Owners would be unsecured(rather than secured) creditors of the County. There can be no assurance that the Bond Owners could successfully so trace the Special Taxes or debt service payments. No Acceleration Provision The Bonds do not contain a provision allowing for the acceleration of the Bonds in the event of a payment default or other default under the terms of the Bonds or the Indenture or in the event interest on the Bonds becomes included in gross income for federal income tax purposes. See APPENDIX D — "SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE" and "— Limitations on Remedies" herein. Limited Secondary Market There can be no guarantee that there will be a secondary market for the Bonds or, if a secondary market exists, that such Bonds can be sold for any particular price. Although the District has committed to provide certain statutorily required financial and operating information, there can be no assurance that such information will be available to Bondowners on a timely basis. See "INTRODUCTION — Continuing Disclosure" and APPENDIX E — "FORM OF CONTINUING DISCLOSURE AGREEMENT OF THE DISTRICT." Any failure to provide annual financial information, if required, does not give rise to monetary damages but merely an action for specific performance. Occasionally, because of general market conditions, lack of current information, the absence of a credit rating for the Bonds or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon then prevailing circumstances. Such prices could be substantially different from the original purchase price. Proposition 218 An initiative measure entitled the"Right to Vote on Taxes Act'(the"Initiative")was approved by the voters of the State at the November 5, 1996, general election. The Initiative added Article XIIIC and Article XIIID to the California Constitution. According to the"Title and Summary" of the Initiative prepared by the California Attorney General, the Initiative limits "the authority of local governments to impose taxes and property-related assessments, fees and charges." The provisions of the Initiative have not yet been interpreted by the courts, although a number of lawsuits have been filed requesting the courts to interpret various aspects of the Initiative. The initiative could potentially impact the Special Taxes otherwise available to the District to pay the principal of and interest on the Bonds as described below. Among other things, Section 3 of Article XIIIC states that "...the initiative power shall not be prohibited or otherwise limited in matters of reducing or repealing any local tax, assessment, fee or charge." The Act provides for a procedure, which includes notice, hearing, protest and voting requirements to alter the rate and method of an existing special tax. However, the Act prohibits a legislative body from adopting any 29 DOCSOC/1615361v5/022273-0006 resolution to reduce the rate of any special tax or terminate the levy of any special tax pledged to repay any debt incurred pursuant to the Act unless such legislative body determines that the reduction or termination of the special tax would not interfere with the timely retirement of that debt. On July 1, 1997, a bill was signed into law by the Governor of the State enacting Government Code Section 5854,which states that: Section 3 of Article XIIIC of the California Constitution, as adopted at the November 5, 1996, general election, shall not be construed to mean that any owner or beneficial owner of a municipal security, purchased before or after that date, assumes the risk of, or in any way consents to, any action by initiative measure that constitutes an impairment of contractual rights protected by Section 10 of Article I of the United States Constitution. Accordingly, although the matter is not free from doubt, it is likely that the Initiative has not conferred on the voters the power to repeal or reduce the Special Taxes if such reduction would interfere with the timely retirement of the Bonds. It may be possible, however, for voters or the District or the City acting as the legislative body of the District to reduce the Special Taxes in a manner which does not interfere with the timely repayment of the Bonds,but which does reduce the maximum amount of Special Taxes that may be levied in any year below the existing levels. Furthermore, no assurance can be given with respect to the future levy of the Special Taxes in amounts greater than the amount necessary for the timely retirement of the Bonds. Therefore, no assurance can be given with respect to the levy of Special Taxes for Administrative Expenses. Nevertheless, to the maximum extent that the law permits it to do so, the District has covenanted that it will not initiate proceedings under the Act to reduce the maximum Special Tax rates on parcels of Taxable Property within Improvement Area A to less than an amount projected to equal to 110%of annual debt service each year on the Outstanding Bonds plus the Administrative Expense Requirement. In connection with the foregoing covenant, the District has made a legislative finding and determination that any elimination or reduction of Special Taxes below the foregoing level would interfere with the timely retirement of the Bonds. The District also has covenanted that, in the event an initiative is adopted which purports to alter the Rate and Method, it will commence and pursue legal action in order to preserve its ability to comply with the foregoing covenant. However,no assurance can be given as to the enforceability of the foregoing covenants. The interpretation and application of the Initiative will ultimately be determined by the courts with respect to a number of the matters discussed above, and it is not possible at this time to predict with certainty the outcome of such determination or the timeliness of any remedy afforded by the courts. See"—Limitations on Remedies." Ballot Initiatives and Legislative Measures Articles XIIIC and XIIID were adopted pursuant to measures qualified for the ballot pursuant to California's constitutional initiative process and the State Legislature has in the past enacted legislation which has altered the spending limitations or established minimum funding provisions for particular activities. On March 6, 1995, in the case of Rossi v. Brown,the State Supreme Court held that an initiative can repeal a tax ordinance and prohibit the imposition of further such taxes and that the exemption from the referendum requirements does not apply to initiatives. From time to time, other initiative measures could be adopted by California voters or legislation enacted by the legislature. The adoption of any such initiative or legislation might place limitations on the ability of the State,the City, or local districts to increase revenues or to increase appropriations. Loss of Tax Exemption As discussed under the caption "TAX EXEMPTION," the interest on the Bonds could become includable in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds as a 30 DOCSOC/1615361 v5/022273-0006 result of acts or omissions of the District or the City in violation of certain provisions of the Internal Revenue Code of 1986, as amended(the"Code")and the covenants of the Indenture. In order to maintain the exclusion from gross income for federal income tax purposes of the interest on the Bonds,the District has covenanted in the Indenture not to take any action, or fail to take any action, if such action or failure to take such action would adversely affect the exclusion from gross income of interest on the Bonds under Section 103 of the Code. Should such an event of taxability occur,the Bonds are not subject to early redemption and will remain outstanding to maturity or until redeemed under the provisions of the indenture relating to special mandatory redemption from Special Tax prepayments. See"THE BONDS—Selection of Bonds for Redemption." Future legislative proposals,if enacted into law,clarification of the Code or court decisions may cause interest on the Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to state income taxation,or otherwise prevent Beneficial Owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such future legislative proposals, clarification of the Code or court decisions may also affect the market price for, or marketability of, the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion. No assurance can be given that subsequent to the issuance of the Bonds such changes or interpretations will not occur. See "TAX EXEMPTION"below. IRS Audit of Tax-Exempt Bond Issues The Internal Revenue Service has initiated an expanded program for the auditing of tax-exempt bond issues, including both random and targeted audits. It is possible that the Bonds will be selected for audit by the Internal Revenue Service. It is also possible that the market value of the Bonds might be affected as a result of such an audit of the Bonds(or by an audit of similar bonds). Limitations on Remedies Remedies available to the Owners may be limited by a variety of factors and may be inadequate to assure the timely payment of principal of and interest on the Bonds or to preserve the tax-exempt status of the Bonds. Bond Counsel has limited its opinion as to the enforceability of the Bonds and of the Indenture to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium, or others similar laws affecting generally the enforcement of creditors' rights, by equitable principles and by the exercise of judicial discretion. Additionally, the Bonds are not subject to acceleration in the event of the breach of any covenant or duty under the Indenture. The lack of availability of certain remedies or the limitation of remedies may entail risks of delay,limitation or modification of the rights of the Owners. CONTINUING DISCLOSURE Pursuant to a Continuing Disclosure Agreement(the"Disclosure Agreement")with Willdan Financial Services, as disclosure dissemination agent, the District has agreed to provide, or cause to be provided, to the Electronic Municipal Market Access System of the Municipal Securities Rulemaking Board, which can be found on the Internet at www.emma.msrb.org, on an annual basis certain financial information and operating data concerning the District. The District has further agreed to provide notice to EMMA of certain listed events. These covenants have been made in order to assist the Underwriter in complying with Rule 15c2-12 adopted by the Securities and Exchange Commission. See APPENDIX E hereto for a description of the specific nature of the annual reports to be filed by the District and notices of listed events to be provided by the District. [Within the last five years,neither the District nor the City has failed to timely comply with its prior continuing disclosure obligations under Rule 15c2-12(b)(5)in all material respects.] [Confirm] The full text of the form of Disclosure Agreement is set forth in APPENDIX E. 31 D OC S OC/1615 3 61 v5/022273-0006 TAX EXEMPTION In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California("Bond Counsel"), under existing statutes, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described herein, interest (and original issue discount) on the Bonds is excluded from gross income for federal income tax purposes, and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations. In the further opinion of Bond Counsel, interest (and original issue discount)on the Bonds is exempt from State of California personal income tax. Bond Counsel notes that, with respect to corporations, interest on the Bonds may be included as an adjustment in calculation of alternative minimum taxable income, which may affect the alternative minimum tax liability of such corporations. In the opinion of Bond Counsel, the difference between the issue price of a Bond (the first price at which a substantial amount of the Bonds of a maturity is to be sold to the public) and the stated redemption price at maturity of such Bond constitutes original issue discount. Original issue discount accrues under a constant yield method, and original issue discount will accrue to a Beneficial Owner before receipt of cash attributable to such excludable income. The amount of original issue discount deemed received by a Beneficial Owner will increase the Beneficial Owner's basis in the applicable Bond. The amount of original issue discount that accrues to the Beneficial Owner of the Bonds is excluded from the gross income of such Beneficial Owner for federal income tax purposes, is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, and is exempt from State of California personal income tax. Bond Counsel's opinion as to the exclusion from gross income for federal income tax purposes of interest on the Bonds (including any original issue discount) is based upon certain representations of fact and certifications made by the District, the Underwriters and others and is subject to the condition that the District complies with all requirements of the Internal Revenue Code of 1986, as amended (the "Code") that must be satisfied subsequent to the issuance of the Bonds to assure that interest on the Bonds (including any original issue discount)will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements of the Code might cause interest on the Bonds (including any original issue discount) to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The District will covenant to comply with all such requirements. The amount by which a Beneficial Owner's original basis for determining loss on sale or exchange in the applicable Bond (generally, the purchase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizable bond premium, which must be amortized under Section 171 of the Code; such amortizable bond premium reduces the Beneficial Owner's basis in the applicable Bond(and the amount of tax-exempt interest received), and is not deductible for federal income tax purposes. The basis reduction as a result of the amortization of bond premium may result in a Beneficial Owner realizing a taxable gain when a Bond is sold by the Beneficial Owner for an amount equal to or less (under certain circumstances) than the original cost of the Bond to the Beneficial Owner. Purchasers of the Bonds should consult their own tax advisors as to the treatment,computation and collateral consequences of amortizable bond premium. The Internal Revenue Service (the "IRS") has initiated an expanded program for the auditing of tax- exempt bond issues, including both random and targeted audits. It is possible that the Bonds will be selected for audit by the IRS. It is also possible that the market value of the Bonds might be affected as a result of such an audit of the Bonds (or by an audit of similar bonds). No assurance can be given that in the course of an audit, as a result of an audit, or otherwise, Congress or the IRS might not change the Code (or interpretation thereof)subsequent to the issuance of the Bonds to the extent that it adversely affects the exclusion from gross income of interest(and original issue discount)on the Bonds or their market value. 32 DOC S OC/1615361 v5/022273-0006 Bond Counsel's opinion may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. Bond Counsel has not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. The Indenture and the Tax Certificate relating to the Bonds permit certain actions to be taken or to be omitted if a favorable opinion of Bond Counsel is provided with respect thereto. Bond Counsel expresses no opinion as to the exclusion from gross income for federal income tax purposes of interest (and original issue discount) with respect to any Bond if any such action is taken or omitted based upon the advice of counsel other than Stradling Yocca Carlson&Rauth, a Professional Corporation. SUBSEQUENT TO THE ISSUANCE OF THE BONDS, THERE MIGHT BE FEDERAL, STATE OR LOCAL STATUTORY CHANGES (OR JUDICIAL OR REGULATORY INTERPRETATIONS OF FEDERAL, STATE OR LOCAL LAW) THAT AFFECT THE FEDERAL, STATE OR LOCAL TAX TREATMENT OF THE BONDS OR THE MARKET VALUE OF THE BONDS. LEGISLATIVE CHANGES HAVE BEEN PROPOSED IN CONGRESS, WHICH, IF ENACTED, WOULD RESULT IN ADDITIONAL FEDERAL INCOME TAX BEING IMPOSED ON CERTAIN OWNERS OF TAX-EXEMPT STATE OR LOCAL OBLIGATIONS, SUCH AS THE BONDS. THE INTRODUCTION OR ENACTMENT OF ANY OF SUCH CHANGES COULD ADVERSELY AFFECT THE MARKET VALUE OR LIQUIDITY OF THE BONDS. NO ASSURANCE CAN BE GIVEN THAT, SUBSEQUENT TO THE ISSUANCE OF THE BONDS, SUCH CHANGES (OR OTHER CHANGES)WILL NOT BE INTRODUCED OR ENACTED OR INTERPRETATIONS WILL NOT OCCUR. BEFORE PURCHASING ANY OF THE BONDS, ALL POTENTIAL PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING POSSIBLE STATUTORY CHANGES OR JUDICIAL OR REGULATORY CHANGES OR INTERPRETATIONS,AND THEIR COLLATERAL TAX CONSEQUENCES RELATING TO THE BONDS. Although Bond Counsel has rendered an opinion that interest on the Bonds (including any original issue discount) is excluded from gross income for federal income tax purposes provided that the District continues to comply with certain requirements of the Code, the accrual or receipt of interest on the Bonds (including any original issue discount) may otherwise affect the tax liability of the recipient. Bond Counsel expresses no opinion regarding any such tax consequences. Accordingly, all potential purchasers should consult their tax advisors before purchasing any of the Bonds. Should interest on the Bonds (including any original issue discount) become includable in gross income for federal income tax purposes, the Bonds are not subject to early redemption and will remain outstanding until maturity or until redeemed in accordance with the Indenture. The proposed form of Bond Counsel's opinion with respect to the Bonds is attached as APPENDIX B. LEGAL OPINION The legal opinions of Stradling Yocca Carlson& Rauth, a Professional Corporation, Newport Beach, California, approving the validity of the Bonds in substantially the form set forth as APPENDIX B hereto,will be made available to purchasers at the time of original delivery. Certain legal matters will be passed upon for the City and the District by the City Attorney, Jennifer McGrath, Esq. and by Stradling Yocca Carlson& Rauth, a Professional Corporation, Newport Beach, California, as Disclosure Counsel. Certain legal matters will be passed on for the Underwriter by Jones Hall, A Professional Law Corporation, San Francisco, California. ABSENCE OF LITIGATION No litigation is pending or threatened concerning the validity of the Bonds and a certificate of the District to that effect will be furnished to the Underwriter at the time of the original delivery of the Bonds. Neither the City nor the District is aware of any litigation pending or threatened which questions the existence 33 DOC SOC/1615361 v5/022273-0006 of the District or the City or contests the authority of the District to levy and collect the Special Taxes or to issue and retire the Bonds. NO RATING The District has not made and does not contemplate making application to any rating agency for the assignment of a rating to the Bonds. UNDERWRITING The Bonds are being purchased by the Underwriter. The Underwriter has agreed to purchase the Bonds at a price of$ (being $ aggregate principal amount thereof, [less net original issue discount] [plus net original issue premium] of $ and less underwriter's discount of $ ). The purchase contract relating to the Bonds provides that the Underwriter will purchase all of the Bonds if any are purchased. The obligation to make such purchase is subject to certain terms and conditions set forth in such purchase contract,the approval of certain legal matters by counsel and certain other conditions. The Underwriter may offer and sell the Bonds to certain dealers and others at prices lower than the offering price stated on the inside cover page hereof. The offering price may be changed from time to time by the Underwriter. FINANCIAL INTERESTS The fees being paid to the Underwriter, Bond Counsel, Disclosure Counsel,Jones Hall,A Professional Law Corporation, as counsel to the Underwriter, the Financial Advisor, the Trustee and the Escrow Bank are contingent upon the issuance and delivery of the Bonds. From time to time, Bond Counsel represents the Underwriter on matters unrelated to the Bonds. NEW LEGISLATION The District is not aware of any significant pending legislation which would have material adverse consequences on the Bonds or the ability of the District to pay the principal of and interest on the Bonds when due. ADDITIONAL INFORMATION The purpose of this Official Statement is to supply information to prospective buyers of the Bonds. Quotations and summaries and explanations of the Bonds and documents contained in this Official Statement do not purport to be complete, and reference is made to such documents for full and complete statements and their provisions. Any statements in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representatives of fact. 34 DOCSOC/161536lv5/022273-0006 The execution and delivery of this Official Statement by the Finance Director of the City has been duly authorized by the City Council of the City of Huntington Beach acting in its capacity as the legislative body of the District. CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO.2002-1 By: Finance Director of the City of Huntington Beach, which is acting in its capacity as the legislative body of City of Huntington Beach Community Facilities District No.2002-1 35 DOCSOC/1615361v5/022273-0006 APPENDIX A RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX IMPROVEMENT AREA A OF THE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO.2002-1 (MCDONNELL CENTRE BUSINESS PARK) RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX A Special Tax applicable to each Assessor's Parcel of Taxable Property in the City of Huntington Beach Community Facilities District No.2002-1 (McDonnell Centre Business Park) (herein "CFD No.2002-1") shall be levied and collected according to the special tax liability determined by the Administrator through the application of the procedures described below. The real property in Improvement Area A of CFD No.2002-1, unless exempted by law or by the provisions hereof, shall be specially taxed for the purposes,to the extent, and in the manner herein provided. A. DEFINITIONS The capitalized terms hereinafter set forth have the following meanings when used in this Rate and Method of Apportionment of Special Tax: Acre or Acreage means the land area of an Assessor's Parcel as shown on the applicable final map, parcel map, or other parcel map recorded with the County Recorder. If the Acreage of a particular Parcel is unclear after reference to available maps, the Administrator shall determine the appropriate Acreage for that Parcel. Act means Chapter 3.56 (commencing with Section 3.56.010) of the Municipal Code of the City of Huntington Beach and, as applicable, the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5 (commencing with Section 53311), Part 1, Division 2, of Title 5 of the Government Code of the State of California. Administrative Expenses means any or all of the following actual or reasonably estimated costs directly related to the administration of Improvement Area A of CFD No.2002-1: the fees and expenses of any Fiscal Agent (including any fees and expenses of its counsel) employed in connection with any Bonds; any costs associated with the marketing or remarketing of the Bonds; costs related to credit enhancement for the Bonds; the expenses of the Administrator and the City in carrying out their duties under any Indenture, including,but not limited to,the levy and collection of the Special Tax,the fees and expenses of legal counsel, Bond redemption expenses, charges levied by the County or any division or office thereof in connection with the levy and collection of the Special Tax, audits, and amounts needed to pay arbitrage rebate to the federal government with respect to the Bonds; costs associated with complying with continuing disclosure requirements; costs associated with responding to public inquiries regarding Special Tax levies and appeals; attorneys' fees and other costs associated with commencement or pursuit of foreclosure for any delinquent Special Tax; and all other costs and expenses of City, the Administrator, the County, and any Fiscal Agent, escrow agent or trustee related to the administration of Improvement Area A of CFD No.2002-1 or any Bonds. Administrator means the Director of Administrative Services of the City or such other person or entity designated by the City Administrator or the City Council to administer the Special Tax according to this Rate and Method of Apportionment of Special Tax. Assessor's Parcel or Parcel means a lot,parcel or airspace parcel shown on an Assessor's Parcel Map with an assigned Assessor's Parcel Number that is located within Improvement Area A of CFD No.2002-1. A-1 DOC SOC/1615361 v5/022273-0006 Assessor's Parcel Map means an official map of the Assessor of the County designating Parcels by Assessor's Parcel Number. Bonds mean any bonds or other debt (as defined in Section 53317(d) of the Act), whether in one or more series, issued by the City for Improvement Area A of CFD No.2002-1 under the Act. Bond Fund means the fund or account created pursuant to the Indenture in which the collections of the Special Tax are deposited. Bond Year means the one year period from September 2 to the following September 1. City means the City of Huntington Beach. City Council means the City Council of the City of Huntington Beach, acting as the legislative body of CFD No.2002-1. County means the County of Orange. Delinquencies mean the amount, if any, equal to delinquencies in payment of the Special Tax levied in Improvement Area A of CFD No.2002-1 in the previous Fiscal Year. Exempt Land means (1)any real property within the boundaries of Improvement Area A of CFD No.2002-1 which is owned by a governmental agency for public right of way purposes, including, but not limited to, streets, water well production facilities,public walkway corridors, and slopes as determined in each Fiscal Year by the Administrator, and (2)any Assessor's Parcel for which the Special Tax has been paid in full. Fiscal Agent means the fiscal agent or trustee who is a party to the Indenture. Fiscal Year means the period commencing on July 1 and ending on the following June 30,in any year in which the Bonds are outstanding. Improvement Area A means any real property within the boundaries of CFD No.2002-1 as depicted on the boundary map for said CFD entitled "Proposed Boundaries of The City of Huntington Beach Community Facilities District No.2002-1 (McDonnell Centre Business Park), County of Orange, State of California" and approved by the City Council. Said Improvement Area A is comprised generally of Parcels 4 through 11, the proposed public well site and adjacent portions of the following roadway right-of-way; Skylab Road, Astronautics Road, Street `B' and Street `C'; as shown on Tentative Parcel Map No.2001-122 on file with the City. Said Improvement Area A is also envisioned to include Parcels 1 through 8,the proposed public well site and adjacent portions of the following roadway right-of-way; Skylab Road, Delta Lane and Astronautics Lane; as shown on proposed Final Parcel Map No.2001-226 and encompassing approximately 40.339 gross acres and 33.286 net taxable acres. In no case shall the net taxable acres in Improvement Area A be less than 33.286. Indenture means the indenture, fiscal agent agreement, resolution or other instrument approved pursuant to the Resolution of Issuance and pursuant to which Bonds are issued, as modified, amended and/or supplemented from time to time, and any instrument replacing or supplementing the same. Infrastructure means the public improvements authorized to be financed by Improvement Area A of CFD No.20024 in accordance with the terms of the Act. Interest Payment Date means any date on which regularly scheduled principal and/or interest payments are due on the Bonds. A-2 DOCSOC/1615361v5/022273-0006 Maximum Special Tax means, with respect to any Assessor's Parcel of Taxable Property, the maximum Special Tax determined in accordance with Section C that can be levied in any Fiscal Year on such Assessor's Parcel. Outstanding Bonds means all Bonds that are then outstanding under the Indenture. Property Owner means the owner of an Assessor's Parcel within the boundaries of Improvement Area A of CFD No.2002-1 as determined from the latest equalized tax rolls of the County or as proved through some other acceptable manner to the Administrator. Reserve Fund means the fund of that name created under the Indenture. Special Tax means the special tax to be levied pursuant to the Act and this Rate and Method of Apportionment of Special Tax on Taxable Property within Improvement Area A of CFD No.2002-1. Special Tax Requirement means the amount required in any Fiscal Year for Improvement Area A of CFD No.2002-1 necessary: (i)to pay the annual scheduled debt service on the Outstanding Bonds due in the next succeeding Bond Year which commences in such Fiscal Year, (ii)to pay any amounts required to establish or replenish the Reserve Fund for all Outstanding Bonds, (iii)to pay Administrative Expenses due and estimated by the Administrator to become due prior to the next levy of the Special Tax, and (iv)to cure any Delinquencies in the payment of principal or interest on indebtedness of Improvement Area A of CFD No.2002-1. The Special Tax Requirement shall be reduced by the following: (i)any credit from interest earnings on the Reserve Fund or other Bond funds the earnings on which are available under the terms of the Indenture to pay debt service on the Bonds, (ii)the collection of delinquent Special Tax since the last Special Tax Levy, and (iii)any other funds legally available to apply against the Special Tax Requirement as determined by the Administrator. Taxable Property means all of the Assessor's Parcels within the boundaries of Improvement Area A of CFD No.2002-1, which are not Exempt Land, or otherwise exempt from the Special Tax pursuant to the Act. B. IDENTIFYING TAXABLE PROPERTY On or about each July 1st, the Administrator shall determine which Assessor's Parcels in Improvement Area A of CFD No.2002-1 are Taxable Property. The Taxable Property shall be subject to the Special Tax in accordance with the rate and method of apportionment described in Sections C and D below. C. MAXIMUM SPECIAL TAX The Maximum Special Tax for each Parcel of Taxable Property is $11,200 per Acre commencing in Fiscal Year 2002-2003 and such Maximum Special Tax shall increase in every Fiscal Year thereafter by two percent(2%)of the Maximum Special Tax for the prior Fiscal Year. D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX Commencing with Fiscal Year 2002-2003, and during each Fiscal Year thereafter,the City Council or its designee shall levy the Special Tax proportionally on each Assessor's Parcel of Taxable Property at up to one hundred percent (100%) of the Maximum Special Tax for that Fiscal Year, as described in Section C, above, as needed to satisfy the Special Tax Requirement. A-3 DOCSOC/1615361 v5/022273-0006 E. LIMITATIONS No Special Tax shall be levied on an Assessor's Parcel after such Assessor's Parcel becomes Exempt Land. The Special Tax may be levied and collected on Taxable Property commencing with Fiscal Year 2002-2003, and for each Fiscal Year thereafter, and until the date on which principal and interest on all Outstanding Bonds have been paid in full(or provision for their payment has been made). Upon determination by the Administrator that this requirement has been met, the Special Tax lien shall be removed from all Assessor's Parcels in Improvement Area A of CFD No.2002-1. F. MANNER OF COLLECTION The Special Tax shall be collected at the same time as ordinary ad valorem property taxes, provided, however,that CFD No.2002-1 may at any time directly bill the Special Tax, may collect the Special Tax at a different time or manner if necessary to meet its financial obligations, and may covenant to foreclose and may actually foreclose on delinquent Assessor's Parcels as permitted by the Act. G. PREPAYMENT OF SPECIAL TAX The following definitions apply solely to this Section G.: Amount of Current Special Taxes Paid means the amount of the Special Tax levied against the subject Assessor's Parcel that was paid to the County or the City by the owner of the subject Assessor's Parcel and would be applied to debt service payments on the Redemption Date and the Interest Payment Date immediately following the Redemption Date. Outstanding Bonds means all Bonds which are deemed to be outstanding under the Indenture the day immediately preceding the next Interest Payment Date. Redemption Date means the Interest Payment Date on which Bonds are proposed to be redeemed from the prepayments of the Special Tax. 1. Prepayment in Full The Special Tax obligation applicable to such Assessor's Parcel in Improvement Area A may be fully prepaid and the obligation of such Assessor's Parcel to pay the Special Tax permanently satisfied as described herein. The owner intending to prepay the Special Tax obligation on one or more Assessor's Parcel(s) shall provide the Administrator with written notice of intent to prepay. It shall be a condition precedent to prepayment that the owner intending to prepay the Special Tax must pay to the County all past due Special Tax on the Assessor's Parcel to be prepaid and provide proof of payment to the Administrator. Promptly following receipt of such notice,the Administrator shall notify the owner of such Assessor's Parcel(s)of the prepayment amount of such Assessor's Parcel(s). The Administrator may charge a reasonable fee for providing this figure. Prepayment must be made not less than 90 days prior to the next occurring date that Bonds may be redeemed from the proceeds of such prepayment pursuant to the Indenture. A-4 DOCSOC/161536 iv5/022273-0006 The Prepayment Amount(defined below)shall be calculated as summarized below(capitalized terms as defined above or below): Bond Redemption Amount Plus Redemption Premium Plus Defeasance Amount Plus Administrative Fees and Expenses Less Reserve Fund Credit Less Amount of Current Special Taxes Paid Total: Equals Prepayment Amount As of the proposed date of prepayment, the Prepayment Amount (defined below) shall be calculated as follows: Paragraph No. 1. For Assessor's Parcels of Taxable Property intended to be prepaid, compute the Maximum Special Tax for such Assessor's Parcels for the current Fiscal Year. 2. Divide the Maximum Special Tax computed pursuant to Paragraph 1 by the total Maximum Special Tax of all Assessor's Parcels of Taxable Property for the current Fiscal Year. 3. Multiply the quotient computed pursuant to Paragraph 2 by the Outstanding Bonds as defined in this Section G to compute the amount of Outstanding Bonds to be retired and prepaid, and round the result up to the nearest multiple of$5,000(the Bond Redemption Amount). 4. Multiply the Bond Redemption Amount less the par amount of Bonds scheduled to mature on the Redemption Date by the applicable redemption premium(the Redemption Premium). 5. Compute the amount needed to pay interest on the Bond Redemption Amount from the Interest Payment Date immediately preceding the Redemption Date to the Redemption Date. 6. Compute the amount the Administrator reasonably expects to derive from the reinvestment of the Prepayment Amount from the date of prepayment until the redemption date for the Outstanding Bonds to be redeemed with the prepayment. 7. Add the amounts computed pursuant to Paragraph 5 and subtract the amount computed pursuant to Paragraph 6(the Defeasance Amount). 8. Determine the administrative fees and expenses of Improvement Area A associated with the costs of computation of the prepayment, the costs to invest the prepayment proceeds, the costs of redeeming Bonds, and the costs of recording any notices to evidence the prepayment and the redemption (the Administrative Fees and Expenses). 9. Determine the reserve fund credit(the Reserve Fund Credit) which shall equal the lesser of. (a)the expected reduction in the Reserve Requirement (as defined in the Indenture), if any, associated with the redemption of Outstanding Bonds as a result of the prepayment, or (b) the amount derived by subtracting the new Reserve Requirement(as defined in the Indenture) in effect after the redemption of Outstanding Bonds as a result of the prepayment from the balance in the reserve fund on the prepayment date,but in no event shall such amount be less than zero. A-5 DOC SOC/1615361 v5/022273-0006 10. The Special Tax prepayment is equal to the sum of the amounts computed pursuant to Paragraphs 3,4, 7 and 8,less(i)the amounts computed pursuant to Paragraph 9 and(ii)the Amount of Current Special Taxes Paid(the Prepayment Amount). 11. From the Prepayment Amount, the amounts computed pursuant to Paragraphs 3, 4, 7 (if greater than zero), and 9 shall be deposited into the appropriate fund as established under the Indenture and be used to redeem Outstanding Bonds or make debt service payments (as appropriate). The amount computed pursuant to Paragraph 8 shall be retained by the Administrator. With respect to any Assessor's Parcel that is prepaid, the City Council shall(i)cause a suitable notice to be recorded in compliance with the Act,to indicate the prepayment of the Special Tax and the release of the Special Tax lien on such Assessor's Parcel, (ii)notify the County that the Special Tax,if any,remaining on the secured tax roll for the Assessor's Parcel has been satisfied and that the County should remove such amounts from the secured tax roll, and (iii)refund the owner for any Special Tax payments made on the Assessor's Parcel after the date of prepayment. From and after the prepayment, the obligation of such Assessor's Parcel to pay the Special Tax shall cease. Notwithstanding the foregoing, no Special Tax prepayment shall be allowed unless the amount of the Maximum Special Tax that may be levied on Taxable Property within Improvement Area A of CFD No.2002- 1 after the proposed prepayment is at least 1.1 times the maximum annual debt service on all Outstanding Bonds. 2. Prepayment in Part The Maximum Special Tax on an Assessor's Parcel of Taxable Property may be partially prepaid. The amount of the prepayment shall be calculated as in Section G.1, except that a partial prepayment shall be calculated according to the following formula: PP= (PHxF)+G Where these terms are defined as follows: PP= the partial prepayment PH= the Prepayment Amount calculated according to Section G.1,minus the amounts determined in Paragraph No. 8 of Section G.1. F = the percent by which the owner of an Assessor's Parcel(s)is partially prepaying the Maximum Special Tax. G = the amounts determined in Paragraph No. 8 of Section GA. The owner of an Assessor's Parcel who desires to partially prepay the Maximum Special Tax shall notify the Administrator of(i) such owner's intent to partially prepay the Maximum Special Tax, and (ii)the percentage by which the Maximum Special Tax shall be prepaid. The Administrator shall promptly provide the owner with a statement of the amount required for the partial prepayment of the Maximum Special Tax for an Assessor's Parcel following receipt of the request. With respect to any Assessor's Parcel that is partially prepaid, CFD No.2002-1 shall(i)distribute the funds remitted to it according to Paragraph 11 of Section G.1, and (ii)indicate in the records of Improvement Area A of CFD No.2002-1 that there has been a partial prepayment of the Maximum Special Tax and that a portion of the Maximum Special Tax equal to the outstanding percentage (i.e., 100% - F) of the remaining Maximum Special Tax shall continue to be authorized to be levied on such Assessor's Parcel pursuant to Section D. A-6 DOC SOC/1615361 v5/022273-0006 H. PROPERTY OWNER APPEALS OF SPECIAL TAX LEVIES Any property owner claiming that the amount or application of the Special Tax is not correct and requesting a refund may file a written notice of appeal and refund to that effect with the Administrator not later than one calendar year after having paid the Special Tax that is disputed. The Administrator shall promptly review the appeal, and if necessary, meet with the property owner, consider written and oral evidence regarding the amount of the Special Tax, and decide the appeal. If the Administrator's decision requires that the Special Tax be modified or changed in favor of the property owner, a cash refund shall not be made(except for the last year of the levy), but an adjustment shall be made to the next Special Tax levy. Any dispute over the decision of the Administrator shall be referred to the City Council and the decision of the City Council shall be final. This procedure shall be exclusive and its exhaustion by any property owner shall be a condition precedent to any legal action by such owner. A-7 DOCSOC/1615361 v5/022273-0006 APPENDIX B FORM OF OPINION OF BOND COUNSEL [Closing Date] City Council of the City of Huntington Beach Huntington Beach, California Re: $ Improvement Area A of the City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park)2013 Special Tax Refunding Bonds Ladies and Gentlemen: We have examined the Constitution and the laws of the State of California, a certified record of the proceedings of the City of Huntington Beach(the"City")taken in connection with the formation of the City of Huntington Beach Community Facilities District No. 2002-1 (the "District") and the authorization and issuance of the District's Improvement Area A of the City of Huntington Beach Community Facilities District No.2002-1 (McDonnell Centre Business Park)2013 Special Tax Refunding Bonds in the aggregate principal amount of S (the "Bonds") and such other information and documents as we consider necessary to render this opinion. In rendering this opinion, we have relied upon certain representations of fact and certifications made by the District, the initial purchasers of the Bonds and others. We have not undertaken to verify through independent investigation the accuracy of the representations and certifications relied upon by us. The Bonds have been issued pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (comprising Chapter 2.5 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California) and Resolution No. (the"Resolution of Issuance"), adopted by the City Council (the "City Council") of the City on , 2013, and by a Bond Indenture dated as of , 2013 (the "Indenture"),by and between the District and The Bank of New York Mellon Trust Company,N.A.,as trustee. All capitalized terms not defined herein shall have the meanings set forth in the Indenture. The Bonds are dated the date of delivery and mature on the dates and in the amounts set forth in the Indenture. The Bonds bear interest payable semiannually on each September 1 and March 1, commencing on September 1, 2013, at the rates per annum set forth in the Indenture. The Bonds are registered Bonds in the form set forth in the Indenture redeemable in the amounts, at the times and in the manner provided for in the Indenture. Based upon our examination of the foregoing, and in reliance thereon and on all matters of fact as we deem relevant under the circumstances, and upon consideration of applicable laws,we are of the opinion that: (1) The Bonds have been duly and validly authorized by the District and are legal, valid and binding limited obligations of the District, enforceable in accordance with their terms and the terms of the Indenture, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other laws affecting creditors' rights generally, by the exercise of judicial discretion in accordance with general principles of equity or otherwise in appropriate cases and by limitations on remedies against public agencies in the State of California. The Bonds are limited obligations of the District but are not a debt of the City, the State of California or any other political subdivision thereof within the meaning of any constitutional or statutory limitation, and, except for the Special Taxes, neither the faith and credit nor the taxing power of the City, the State of California, or any of its political subdivisions is pledged for the payment thereof. B-1 DOCSOC/1615361v5/022273-0006 (2) The Indenture has been duly executed and delivered by the City Council on behalf of the District. The Indenture creates a valid pledge of, and the Bonds are secured by the Net Taxes and the amounts on deposit in certain funds and accounts established under the Indenture, as and to the extent provided in the Indenture. The Indenture is enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other similar laws affecting creditors' rights generally,by the exercise of judicial discretion in accordance with general principles of equity or otherwise in appropriate cases and by limitations on remedies against public agencies in the State of California; provided, however, we express no opinion as to the enforceability of the covenant of the District contained in the Indenture to levy Special Taxes for the payment of Administrative Expenses or as to any indemnification,penalty,contribution,choice of law,choice of forum or waiver provisions contained therein. (3) Under existing statutes, regulations, rulings and judicial decisions, interest(and original issue discount) on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations; however, it should be noted that, with respect to corporations, such interest (and original issue discount) will be included as an adjustment in the calculation of alternative minimum taxable income, which may affect the alternative minimum tax liability of corporations. (4) Interest(and original issue discount)on the Bonds is exempt from State of California personal income tax. (5) The difference between the issue price of a Bond(the first price at which a substantial amount of the Bonds of a maturity are to be sold to the public)and the stated redemption price at maturity with respect to such Bond constitutes original issue discount. Original issue discount accrues under a constant yield method, and original issue discount will accrue to a Bond owner before receipt of cash attributable to such excludable income. The amount of original issue discount deemed received by a Bond owner will increase the Bond owner's basis in the applicable Bond. Original issue discount that accrues for the Bond owner is excluded from the gross income of such owner for federal income tax purposes, is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals or corporations(as described in paragraph(3)above)and is exempt from State of California personal income tax. (6) The amount by which a Bond owner's original basis for determining loss on sale or exchange in the applicable Bond(generally the purchase price)exceeds the amount payable on maturity(or on an earlier call date) constitutes amortizable Bond premium which must be amortized under Section 171 of the Code; such amortizable Bond premium reduces the Bond owner's basis in the applicable Bond (and the amount of tax-exempt interest received), and is not deductible for federal income tax purposes. The basis reduction as a result of the amortization of Bond premium may result in a Bond owner realizing a taxable gain when a Bond is sold by the owner for an amount equal to or less (under certain circumstances)than the original cost of the Bond to the owner. The opinion expressed in paragraphs (3) and (5) above as to the exclusion from gross income for federal income tax purposes of interest (and original issue discount) on the Bonds is subject to the condition that the District complies with all requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied subsequent to the issuance of the Bonds to assure that such interest (and original issue discount)will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements of the Code might cause interest(and original issue discount)on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The District has covenanted to comply with all such requirements. Except as set forth in paragraphs (3), (4)5 (5) and(6)above,we express no opinion as to any tax consequences related to the Bonds. Certain agreements, requirements and procedures contained or referred to in the Indenture, the Tax Certificate executed by the District and other documents related to the Bonds may be changed and certain actions may be taken or omitted, under the circumstances and subject to the terms and conditions set forth in B-2 DOCSOC/1615361v5/022273-0006 such documents. We express no opinion as to the effect on the exclusion from gross income for federal income tax purposes of interest(and original issue discount) on any Bond if any such change occurs or action is taken or omitted upon advice or approval of bond counsel other than Stradling Yocca Carlson & Rauth, a Professional Corporation. We are admitted to the practice of law only in the State of California and our opinion is limited to matters governed by the laws of the State of California and federal law. We assume no responsibility with respect to the applicability or the effect of the laws of any other jurisdiction and express no opinion as to the enforceability of the choice of law provisions contained in the Indenture. The opinions expressed herein are based upon an analysis of existing statutes, regulations,rulings and judicial decisions and cover certain matters not directly addressed by such authorities. We call attention to the fact that the foregoing opinions may be affected by actions taken (or not taken)or events occurring(or not occurring)after the date hereof. We have not undertaken to determine,or to inform any person, whether such actions or events are taken (or not taken) or do occur(or do not occur). Our engagement with respect to the Bonds terminates upon their issuance, and we disclaim any obligation to update the matters set forth herein. We express no opinion herein as to the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds and expressly disclaim any duty to advise the owners of the Bonds with respect to matters contained in the Official Statement or other offering material. Respectfully submitted, B-3 DOCSOC/1615361v5/022273-0006 APPENDIX C GENERAL ECONOMIC AND DEMOGRAPHIC DATA FOR THE CITY OF HUNTINGTON BEACH AND THE COUNTY OF ORANGE The following economic data for the City of Huntington Beach (the "City') and the County of Orange (the "County') is presented for information purposes only. The Bonds are not a debt or obligation of the City or the County. General The City of Huntington Beach is a seaside city located in the County. The City is famous for an 8.5 miles stretch of beach that is complemented by a mild climate and surf culture that has earned the Huntington Beach the title, "Surf City, USA." Incorporated in 1909, the City has a council/administrator form of government. The City Council is comprised of seven members elected biannually at large to four-year terms and the Mayor is selected by the Council Members to one-year term. The City Council appoints the City Administrator who is responsible for the day-to-day administration of Huntington Beach's business and the coordination of all departments. Orange County is third largest county in California and is located adjacent to the Pacific Ocean and the Counties of Los Angeles, San Bernardino, Riverside and San Diego. The County is located in the most heavily populated region of California, necessitating easy access to road, rail, air and sea transportation. The County is also a major Southern California tourist center with a large number of amusement parks and recreational and entertainment activities. The County's Pacific Coast shoreline includes five state beaches and parks, five Municipal beaches and five County beaches. Orange County is a general law county and governed by a five-member Board of Supervisors, each of whom serves for four-year terms. The County provides a wide range of services to its residents, including police, medical and health services, senior citizen assistance, library services, judicial institutions (including support programs), airport service, roads, solid waste management, harbors, beaches and parks, life guard services and a variety of public assistance programs. C-1 DOCSOC/1615361v5/022273-0006 Population The following table summarizes population estimates for the City, County and State from 2001 through 2013. POPULATION ESTIMATES The City of Huntington Beach,Orange County and the State of California 2001-2013(" Year Huntington Beach Orange County California 2001 190,860 2,871,926 34,430,970 2002 191,802 2,902,207 35,063,959 2003 192,650 2,927,118 35,652,700 2004 193,069 2,948,135 36,199,342 2005 192,581 2,956,847 36,676,931 2006 191,653 2,956,334 37,087,005 2007 190,813 2,960,659 37,463,609 2008 190,018 2,974,321 37,871,509 2009 190,079 2,990,805 38,255,508 2010 190,136 3,008,855 37,223,900 2011 190,355 3,028,846 37,427,946 2012 192,524 3,055,792 37,678,563 2013 193,616 3,081,804 37,966,471 January 1 data. Source: California State Department of Finance,Demographic Research Unit. March 2010 Benchmark. Income The following tables show the personal income and per capita personal income for the County, State of California and United States from 2005 through 2011. PERSONAL INCOME County of Orange,State of California,and United States 2005-2011 (Dollars in Thousands) Year County of Orange California United States 2005 $139,408,948 $1,387,661,013 $10,476,669,000 2006 150,598,354 1,495,533,388 11,256,516,000 2007 153,446,641 1,566,400,134 11,900,562,000 2008 155,925,156 1,610,697,843 12.3 80,225,000 2009 146,052,466 1,526,531,367 12,168,161,000 2010 150,467,328 1,587,403,857 12,3 53,577,000 2011 154,131,535 1,676,564,972 12,981,740,848 Source: U.S.Department of Commerce,Bureau of Economic Analysis. C-2 DOCSOC/1615361v5/022273-0006 PER CAPITA PERSONAL INCOME"' County of Orange, State of California,and United States 2005-2011 County of Year Orange California United States 2005 $47,417 $38,767 $35,424 2006 51,359 41,567 37,698 2007 52,342 43,240 39,461 2008 52,720 43,853 40,674 2009 48,624 42,395 39,635 2010 48,760 42,514 39,937 2011 50,440 44,481 41,663 Per capita personal income is the total personal income divided by the total mid-year population estimates of the U.S. Bureau of the Census. All dollar estimates are in current dollars(not adjusted for inflation). Source: U.S.Department of Commerce,Bureau of Economic Analysis. Employment The following table summarizes the labor force, employment and unemployment figures over the past five years for the City, County and State of California. CIVILIAN LABOR FORCE,EMPLOYMENT AND UNEMPLOYMENT City of Huntington Beach,Orange County, State of California and the United States 2008-2012('1 Unemployment Area Labor Force EmploymenP UnemploymenP) Rate(4) 2008 City of Huntington Beach 123,700 118,400 5,300 4.3% Orange County 1,618.100 1,532.800 85,300 5.3 State of California 18,191,000 16,883,400 1,313,200 7.2 2009 City of Huntington Beach 120,600 111,900 8,700 7.2% Orange County 1,588,800 1,448,200 140,600 8.9 State of California 18,204,200 16,141,500 2,086,200 11.3 2010 City of Huntington Beach 120,600 111,300 9,400 7.8% Orange County 1,591,000 1,440,400 150,700 9.5 State of California 18,176,200 15,916,300 2,264,900 12.4 2011 City of Huntington Beach 121,800 113,100 8,600 7.1% Orange County 1,603,700 1,464,400 139,300 8.7 State of California 18,172,000 16,185,100 2,158,300 10.9 2012 City of Huntington Beach 123,200 115,600 7,600 6.2% Orange County 1,618,700 1,496,00 122,700 7.6 State of California 18,494,900 16,560,300 1,934,500 10.5 (1) Data is based on annual averages,unless otherwise specified,and is not seasonally adjusted. (2) Includes persons involved in labor-management trade disputes. (3) Includes all persons without jobs who are actively seeking work. (4) The unemployment rate is computed from un-rounded data;therefore,it may differ from rates computed from rounded figures in this table. Source: U.S.Department of Labor-Bureau of Labor Statistics,California Employment Development Department. March 2012 Benchmark. C-3 DOC SO C/1615361 v5/022273-0006 Industry The following table summarizes employment figures by industry for the Santa-Ana-Anaheim- Irvine Metropolitan Division,which is located entirely within the County. INDUSTRY EMPLOYMENT& LABOR FORCE ANNUAL AVERAGES Santa Ana-Anaheim-Irvine MD (Orange County) 2008-2012 2008 2009 2010 2011 2012 Farming 4,600 3,800 3,700 3,200 2,700 Mining and Logging 600 500 500 500 500 Construction 91,200 74,200 68,000 68,300 71,300 Manufacturing 174,100 154,800 150,400 153,600 157,800 Wholesale Trade 86,700 79,400 77,600 77,900 76,700 Retail Trade 155,600 142,300 140,100 141,600 142,200 Transportation, Warehousing and Utilities 29,300 27,800 26,700 27,500 27,700 Information 30,100 27,300 24,800 23,800 24,200 Financial Activities 113,100 105,100 103,500 103,900 108,100 Professional and Business Services 266,600 240,200 243,500 246,700 255,900 Education and Health Services 150,700 152,100 155,500 158,700 163,400 Leisure and Hospitality 176,400 169,100 168,600 173,200 180,500 Other Services 46,500 42,600 42,200 42,800 44,300 Government 160.800 156.600 152.300 149.600 147.800 Total: 1,486,200 1,3 75,900 1,3 57,400 1,3 71,300 1,403,000 Note: Items may not add to total due to independent rounding. Source: California Employment Development Department,Labor Market Information Division.March 2012 Benchmark. Largest Employers The following table presents the largest employers in the City during calendar year 2011. Name of Business No.Employed %of Total Boeing 4,609 4.17% Quiksilver 1,230 1.11 Cambro MFG Co. 951 0.86 Hyatt Regency Huntington Beach 641 0.58 C&D Aerospace 555 0.50 Huntington Beach Hospital 503 0.45 Rainbow Disposal 408 0.37 Huntington Beach Healthcare 381 0.34 Waterfront Hilton Beach Resort 343 0.31 Cleveland Golf/Srixon 280 0.25 Total of top 10 9,901 8.95 all others 100,699 91.05 Total employment(public and private) 110,600 100.00% Source: City of Huntington Beach,Comprehensive Annual Financial Report for Fiscal Year Ended September 30,2011. C-4 DOC SOC/1615361 v5/022273-0006 LARGEST EMPLOYERS Orange County 2013 Name of Business Location Type of Business Allergan Inc. Irvine Drug Millers(Mfrs) Anaheim City Hall Anaheim City Government-Executive Offices Blogtagon Social Media Fountain Valley Internet Service Boeing Co. Huntington Beach Aircraft Manufacturer Boeing Co. Seal Beach Aerospace Industries Broadcom Corp Irvine Semiconductors&Related Devices(Mfrs) California State-Fullerton Fullerton Schools-Universities&Colleges Academic Disneyland Resort Anaheim Anaheim Amusement&Theme Parks Emplicity Irvine Employment Contractors-Temporary Help First American Title Ins Co. Santa Ana Title Companies First Team San Clemente Real Estate San Clemente Real Estate Fountain Valley Regional Hospital Fountain Valley Hospitals Hoag Hospital Newport Beach Hospitals Jones Lang La Salle Brea Real Estate Management Pacifi Care Cypress Health Plans Puro Clean Anaheim Water Damage Restoration-Residential Quiksilver Eyeware USA Huntington Beach Optical Goods-Retail Saddleback Memorial Hospital Laguna Hills Hospitals St.John Knits Intl Inc. Irvine Women's Apparel-Retail St.Jude Medical Ctr. Fullerton Hospitals St.Jude Medical Ctr. Brea Hospitals Tenet Healthcare Fountain Valley Hospitals UC Irvine Healthcare Orange Hospitals University of CA-Irvine Irvine Schools-Universities&Colleges Academic Walt Disney Parks&Resorts Anaheim Amusement&Theme Parks Source: California Employment Development Department, Labor Market Information Division. Major Employers in Orange County. C-5 DOCSOC/1615361 v5/022273-0006 Building Activity The following tables summarize building permits and valuations for the City and the County during calendar years 2007 through 2011. BUILDING PERMITS AND VALUATIONS City of Huntington Beach 2007-2011 2007 2008 2009 2010 2011 Valuation(In$000's) Residential $ 61,640 $ 39,114 $26,788 $33,567 $44,375 Nonresidential 66,821 66.477 31.221 42.546 102,623 Total Valuation(') $128,461 $105,591 $58,009 $76,113 146,998 New Dwelling Units(#) Single-Family 50 20 9 4 24 Multi-Family 4 0 0 16 45 Total: 54 20 9 20 69 cl> Total may not add up due to rounding. Source: Construction Industry Research Board. BUILDING PERMITS AND VALUATIONS Orange County 2007-2011 2007 2008 2009 2010 2011 Valuation(In$000's) Residential $1,792,269 $1,037,710 $ 855,193 $1,029,406 $1,236,970 Nonresidential 2.005,197 1,439,121 952.485 1.115.928 1,300.021 Total Valuation(') $3,797,466 $2,476,831 $1,807,678 $2,181,334 $2,536,992 New Dwelling Units(#) Single-Family 2,182 1,295 1,376 1,553 1,898 Multi-Family 4.890 1.864 824 1,538 2.909 Total: 7,072 3,159 2,200 3,091 4,807 Total may not add up due to rounding. Source: Construction Industry Research Board. C-6 DOCSOC/1615361v5/022273-0006 Taxable Sales The history of taxable transactions in the City and the County from 2007 through a portion of 2011 is shown in the following tables. TAXABLESALES Huntington Beach 2007-2011"' Retail Retail and Food Total Outlets Year Permits Taxable Transactions Total Permits Taxable Transactions 2007 2,985 $2.096,249 7,177 $2,631,199 2008 3,105 1,916,823 7,127 2,563,546 2009 4,274 1,673,149 6,582 2,247,735 2010 4,563 1,723,952 6,847 2,366,485 2011") 4,701 11503,676 6,968 1,926,938 Reflects taxable transactions through the first three quarters of calendar year 2011. Source: "Taxable Sales in California(Sales&Use Tax),"California Board of Equalization. TAXABLESALES Orange County 2007-2011") Retail Retail and Food Total Outlets Year Permits Taxable Transactions Total Permits Taxable Transactions 2007 44,093 $38,988,227 99,088 $57,293,471 2008 45,705 35,768,595 97,612 53,606,829 2009 56,259 31,162,619 90,231 45,712,784 2010 58,076 23,690,727 92,407 34,828,607 201 W) 58,795 25,942,598 92,207 37,828,876 Reflects taxable transactions through the first three quarters of calendar year 2011. Source: "Taxable Sales in California(Sales&Use Tax),"California Board of Equalization. C-7 DOCSOC/1615361v5/022273-0006 APPENDIX D SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE [TO COME] D-1 DOCSOC/1615361 v5/022273-0006 APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT OF THE DISTRICT This Continuing Disclosure Agreement(the"Disclosure Agreement"), dated as of 2013, is executed and delivered by City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) (the "Issuer") and Willdan Financial Services, as dissemination agent, in connection with the issuance and delivery by the Issuer of the Improvement Area A of the City of Huntington Beach Community Facilities District No.2002-1 (McDonnell Centre Business Park) 2013 Special Tax Refunding Bonds (the "Bonds"). The Bonds are being issued pursuant to Resolution No. that certain Bond Indenture (the "Indenture"), dated as of , 2013, by and between the Issuer and The Bank of New York Mellon Trust Company,N.A.,as trustee(the"Trustee"). The Issuer covenants as follows: SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Issuer, for the benefit of the Owners and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with the Rule(as defined below). SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section,the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Beneficial Owner" shall mean any person which (a)has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or(b)is treated as the owner of any Bonds for federal income purposes. "Disclosure Representative"shall mean the City Manager of the City,the Finance Director of the City or his or her designee, or such other officer or employee as the City shall designate in writing to the Dissemination Agent from time to time. "Dissemination Agent" shall mean, initially, Willdan Financial Services, or any successor Dissemination Agent designated in writing by the Issuer which has filed with the then current Dissemination Agent a written acceptance of such designation. "EMMA"shall mean the Electronic Municipal Market Access system of the MSRB. "Improvement Area A"means Improvement Area A of the District. "Listed Events"shall mean any of the events listed in Section 5(a)of this Disclosure Agreement. "MSRB" shall mean the Municipal Securities Rulemaking Board and any successor entity designated under the Rule as the repository for filings made pursuant to the Rule. "Participating Underwriter"shall mean Stifel,Nicolaus&Company, Incorporated. "Repository" shall mean the MSRB or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to the Rule. Unless otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the Electronic Municipal Market Access(EMMA)website of the MSRB,currently located at http://emma.msrb.org. E-1 DOCSOC/1615361v5/022273-0006 "Rule"shall mean Rule 15c2-12(b)(5)adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "Tax-exempt" shall mean that interest on the Bonds is excluded from gross income for federal income tax purposes, whether or not such interest is includable as an item of tax preferences or otherwise includable directly or indirectly for purposes of calculating any other tax liability, including any alternative minimum tax or environmental tax. SECTION 3. Provision of Annual Reports. (a) Not later than nine months after the end of the City's fiscal year (which shall be July 1 of each year, so long as the City's fiscal year ends on September 30), commencing with the report for the report for the 2012-13 fiscal year (which is due not later than July 1, 2014), the Issuer shall provide, or shall cause the Dissemination Agent to provide, to the Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement;provided that the audited financial statements of the Issuer may be submitted separately from and later than the balance of the Annual Report if they are not available by the date required above for the filing of the Annual Report. An Annual Report shall be provided at least annually notwithstanding any fiscal year longer than 12 calendar months. The Issuer's fiscal year is currently effective from October 1 to the immediately succeeding September 30 of the following year. The Issuer will promptly notify the Repository of a change in the fiscal year dates. (b) In the event that the Dissemination Agent is an entity other than the Issuer, then the provisions of this Section 3(b)shall apply. Not later than fifteen(15)Business Days prior to the date specified in subsection(a)for providing the Annual Report to the Repository,the Issuer shall provide the Annual Report to the Dissemination Agent. If by fifteen (15) Business Days prior to such date the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Issuer to determine if the Issuer will be filing the Annual Report in compliance with subsection (a). The Issuer shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by it hereunder. The Dissemination Agent may conclusively rely upon such certification of the Issuer and shall have no duty or obligation to review such Annual Report. (c) If the Issuer is the Dissemination Agent and the Issuer is unable to provide to the Repository an Annual Report by the date required in subsection (a), the Issuer shall send a notice to the Repository in substantially the form attached to this Disclosure Agreement as Exhibit A. If the Dissemination Agent is other than the Issuer and if the Dissemination Agent is unable to verify that an Annual Report has been provided to the Repository by the date required in subsection (a), the Dissemination Agent shall send a notice to the Repository, in substantially the form attached as Exhibit A. E-2 DOC SOC/1615361 v5/022273-0006 (d) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of the Repository if other than the MSRB; and (ii) promptly after receipt of the Annual Report, file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided. (e) Notwithstanding any other provision of this Disclosure Agreement, all filings shall be made in accordance with the MSRB's EMMA system or in another manner approved under the Rule. SECTION 4. Content of Annual Reports. The Issuer's Annual Report shall contain or include by reference: (a) Financial Statements. The audited financial statements of the City for the most recent fiscal year of the Issuer then ended. If the audited financial statements are not available by the time the Annual Report is required to be filed, the Annual Report shall contain any unaudited financial statements of the Issuer in a format similar to the audited financial statements, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. Audited financial statements of the Issuer shall be audited by such auditor as shall then be required or permitted by State law or the Indenture. Audited financial statements shall be prepared in accordance with generally accepted accounting principles as prescribed for governmental units by the Governmental Accounting Standards Board; provided, however, that the Issuer may from time to time, if required by federal or state legal requirements, modify the basis upon which its financial statements are prepared. In the event that the Issuer shall modify the basis upon which its financial statements are prepared, the Issuer shall provide a notice of such modification to the Repository, including a reference to the specific federal or State law or regulation specifically describing the legal requirements for the change in accounting basis. (b) Financial and Operating_Data. The Annual Report shall contain or incorporate by reference the following information: (i) the principal amount of Bonds outstanding as of September 30 of each year; (ii) the balance in each fund under the Indenture as of the September 30 preceding the filing of the Annual Report, including the Reserve Account and a statement of the Reserve Requirement; (iii) any changes to the Rate and Method approved or submitted to the electors for approval prior to the filing of the Annual Report; (iv) the status of any foreclosure actions being pursued by the District with respect to delinquent Special Taxes as of May 1 of each year; (v) the identity of any property owner whose delinquent special taxes represent more than 5% of the amount levied and the number of lots, assessed value, delinquency amount value-to-lien ratios,prior delinquencies and foreclosure status of the applicable properties as of May 1 of each year; (vi) information regarding the percentage of delinquency, if any,in the collection of special taxes levied on property in the District for the Fiscal Year preceding the Annual Report date in the form set forth in Table 5,the number of parcels delinquent, amount delinquent compared to the total levy and the assessed value of each delinquent parcel as of May 1 of each year; and E-3 DOCSOC/1615361 v5/022273-0006 (vii) any information not already included under (i)through (vii)above that the Issuer is required to file in its annual report to the California Debt and Investment Advisory Commission pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982,as amended. In addition to any of the information expressly required to be provided under paragraphs (a)or (b)of this Section, the District shall provide such further information, if any, as may be necessary to make the specifically required statements set forth in clauses(i)to(vii),in the light of the circumstances under which they were made,not misleading. (c) Any or all of the items listed in (a)or (b)above may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities,which have been submitted to the Repository. If the document included by reference is a final official statement, it must be available from the MSRB. The Issuer shall clearly identify each such other document so included by reference. SECTION 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause the Dissemination Agent to give, notice of the occurrence of any of the following events with respect to the Bonds in a timely manner not more than ten(10)business days after the event: 1. principal and interest payment delinquencies; 2. unscheduled draws on debt service reserves reflecting financial difficulties; 3. unscheduled draws on credit enhancements reflecting financial difficulties; 4. substitution of credit or liquidity providers,or their failure to perform; 5. adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability or of a Notice of Proposed Issue (IRS Form 5701- TEB); 6. tender offers; 7. defeasances; 8. ratings changes;and 9. bankruptcy, insolvency,receivership or similar proceedings. Note: for the purposes of the event identified in subparagraph(9), the event is considered to occur when any of the following occur: the appointment of a receiver, trustee or similar officer for an obligated person in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. E-4 DOCSOC/161536lv5/022273-0006 (b) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material: 1. unless described in paragraph 5(a)(5)above,notices or determinations by the Internal Revenue Service with respect to the tax status of the Bonds or other material events affecting the tax status of the Bonds; 2. the consummation of a merger, consolidation or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person,other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions,other than pursuant to its terms; 3. appointment of a successor or additional trustee or the change of the name of a trustee; 4. nonpayment related defaults; 5. modifications to the rights of Owners of the Bonds; 6. notices of redemption; and 7. release, substitution or sale of property securing repayment of the Bonds. (c) Upon the occurrence of a Listed Event under Section 5(b) above, the Issuer shall as soon as possible determine if such event would be material under applicable federal securities laws. (d) If the Issuer determines that knowledge of the occurrence of a Listed Event under Section 5(b)would be material under applicable federal securities laws,the Issuer shall file a notice of such occurrence with the Repository in a timely manner not more than 10 business days after the event. (e) The Issuer hereby agrees that the undertaking set forth in this Disclosure Agreement is the responsibility of the Issuer and that the Dissemination Agent shall not be responsible for determining whether the Issuer's instructions to the Dissemination Agent under this Section 5 comply with the requirements of the Rule. SECTION 6. Termination of Reporting Obligation. The obligations of the Issuer and the Dissemination Agent under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5(a). SECTION 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under the Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be . The Dissemination Agent may resign by providing (i)thirty days written notice to the Issuer,and(ii)upon appointment of a new Dissemination Agent hereunder. SECTION 8. Amendment. (a) This Disclosure Agreement may be amended, by written agreement of the parties, without the consent of the Owners, if all of the following conditions are satisfied: (1)such amendment is made in connection with a change in circumstances that arises from a change in legal (including regulatory) E-5 DOCSOC/1615361 v5/022273-0006 requirements, a change in law, or a change in the identity,nature or status of the Issuer or the type of business conducted thereby, (2)this Disclosure Agreement as so amended would have complied with the requirements of the Rule as of the date of this Disclosure Agreement, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances, (3) the Issuer shall have delivered to the Dissemination Agent an opinion of a nationally recognized bond counsel or counsel expert in federal securities laws, addressed to the Issuer and the Participating Underwriter; to the same effect as set forth in clause (2) above,(4)the Issuer shall have delivered to the Dissemination Agent an opinion of nationally recognized bond counsel or counsel expert in federal securities laws, addressed to the Issuer, to the effect that the amendment does not materially impair the interests of the Owners or Beneficial Owners, or such amendment shall have been approved by the Owners in the same manner as an amendment to the Indenture, and(5)the Issuer shall have delivered copies of such opinion and amendment to the Repository. (b) This Disclosure Agreement also may be amended by written agreement of the parties upon obtaining consent of Owners in the same manner as provided in the Indenture for amendments to the Indenture with the consent of the Owners of the Bonds; provided that the conditions set forth in Section 8(a)(1),(2)and(3)have been satisfied. (c) To the extent any amendment to this Disclosure Agreement results in a change in the type of financial information or operating data provided pursuant to this Disclosure Agreement, the first Annual Report provided thereafter shall include a narrative explanation of the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. (d) If an amendment is made to the basis on which financial statements are prepared,the Annual Report for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Such comparison shall include a quantitative and, to the extent reasonably feasible, qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information. SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information,using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. The District acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule IOb-5 promulgated under the Securities Exchange Act of 1934, as amended may apply to the District, and that under some circumstances compliance with this Disclosure Agreement,without additional disclosures or other action,may not fully discharge all duties and obligations of the District under such laws. SECTION 10. Default. In the event of a failure of the Issuer or the Dissemination Agent to comply with any provision of this Disclosure Agreement, any Owner or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer and/or the Dissemination Agent to comply with their respective obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance. E-6 D OC S OC/1615 361 v 5/022273-0006 SECTION 11. Duties. Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Issuer agrees to indemnify and save the Dissemination Agent and its officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of their powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. Any Dissemination Agent other than the Issuer shall be paid (i)compensation by the Issuer for its services provided hereunder in accordance with a schedule of fees to be mutually agreed to; and(ii)all expenses,legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the Issuer pursuant to this Disclosure Agreement. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. No person shall have any right to commence any action against the Dissemination Agent seeking any remedy other than to compel specific performance of this Disclosure Agreement. The Dissemination Agent shall not be liable under any circumstances for monetary damages to any person for any breach under this Disclosure Agreement. SECTION 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriter and Owners and Beneficial Owners from time to time of the Bonds,and shall create no rights in any other person or entity. SECTION 13. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 14. Governing. This Disclosure Agreement shall be construed and governed in accordance with the laws of the State of California. SECTION 15. Notices. Any notice or communications to be among any of the parties to this Disclosure Agreement may be given as follows: To the Issuer: City of Huntington Beach Community Facilities District No. 2002-1 c/o City of Huntington Beach 2000 Main Street Huntington Beach,California 92648 Attention: Director of Finance Telephone: (714)536-5630 Facsimile: To the Trustee: The Bank of New York Mellon Trust Company,N.A. 700 South Flower Street,Suite 500 Los Angeles, California 90017 Attention: Telephone: Facsimile: To the Dissemination Agent: Telephone: Facsimile: E-7 DOCSOC/1615361v5/022273-0006 To the Participating Underwriter: Stifel,Nicolaus&Company, Incorporated One Ferry Building San Francisco,California 94111 Attention: Municipal Research Department Telephone: (415)445-2602 Facsimile: (415)445-2395 Any person may,by written notice to the other persons listed above, designate a different address or telephone number(s)to which subsequent notices or communications should be sent. SECTION 16. Future Determination of Obligated Persons. In the event the Securities Exchange Commission amends, clarifies or supplements the Rule in such a manner that requires any landowner within Improvement Area A to be an obligated person as defined in the Rule, nothing contained herein shall be construed to require the District to meet the continuing disclosure requirements of the Rule with respect to such obligated person and nothing in this Disclosure Agreement shall be deemed to obligate the District to disclose information concerning any owner of land within Improvement Area A except as required as part of the information required to be disclosed by the District pursuant to Section 4 and Section 5 hereof. The validity, interpretation and performance of this Disclosure Agreement shall be governed by the laws of the State of California. SECTION 17. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. SECTION 18. Merger. Any person succeeding to all or substantially all of the Dissemination Agent's corporate trust business shall be the successor Dissemination Agent without the filing of any paper or any further act. CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO.2002-1 By: Its: Finance Director of the City of Huntington Beach, which is acting in its capacity as the legislative body of City of Huntington Beach Community Facilities District No.2002-1 WILLDAN FINANCIAL SERVICES,as Dissemination Agent By: Its: Authorized Officer E-8 DOCSOC/1615361v5/022273-0006 EXHIBIT A NOTICE TO THE REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1 (MCDONNELL CENTRE BUSINESS PARK) Name of Bond Issue: S IMPROVEMENT AREA A OF THE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1 (MCDONNELL CENTRE BUSINESS PARK)2013 SPECIAL TAX REFUNDING BONDS Date of Issuance: ,2013 NOTICE IS HEREBY GIVEN that City of Huntington Beach Community Facilities District No. 2002-1 (the "Issuer") has not provided an Annual Report with respect to the above-named Bonds as required by Section 3 of the Continuing Disclosure Agreement, dated as of 2013. [The Issuer anticipates that the Annual Report will be filed by ] Dated: WILLDAN FINANCIAL SERVICES,as Dissemination Agent cc: City of Huntington Beach E-9 DOCSOC/1615361v5/022273-0006 APPENDIX F BOOK-ENTRY-ONLY SYSTEM The information in this section concerning DTC and DTC's book-entry only system has been obtained from sources that the District believes to be reliable, but the District takes no responsibility for the completeness or accuracy thereof. The following description of the procedures and record keeping with respect to beneficial ownership interests in the Bonds,payment of principal,premium, if any, accreted value and interest on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfers of beneficial ownership interests in the Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC to the District which the District believes to be reliable, but the District and the Underwriter do not and cannot make any independent representations concerning these matters and do not take responsibility for the accuracy or completeness thereof. Neither the DTC, Direct Participants, Indirect Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be. The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully- registered Bond will be issued for each annual maturity of the Bonds,each in the aggregate principal amount of such maturity,and will be deposited through the facilities of DTC. DTC,the world's largest securities depository,is a limited-purpose trust company organized under the New York Banking Law, a"banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a"clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.6 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book- entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard&Poor's rating of"AA+."The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond (`Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive Bonds representing their ownership interests in Bonds,except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers,all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual F-1 DOC SOC/1615361 v5/022273-0006 Beneficial Owners of the Bonds;DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited,which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them,subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as prepayments, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative,Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being prepaid, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date(identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the District or the Trustee, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee,or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede&Co.(or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. A Bond Owner shall give notice to elect to have its Bonds purchased or tendered,through its Participant,to the Trustee, and shall effect delivery of such Bonds by causing the Direct Participant to transfer the Participant's interest in the Bonds, on DTC's records, to the Trustee. The requirement for physical delivery of Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Bonds are transferred by Direct Participants on DTC's records and followed by a book-entry credit of tendered Bonds to the Trustee's DTC account. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the District or the Trustee. Under such circumstances, in the event that a successor depository is not obtained,physical certificates are required to be printed and delivered. The District may decide to discontinue use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event,Bonds will be printed and delivered to DTC. THE TRUSTEE, AS LONG AS A BOOK-ENTRY ONLY SYSTEM IS USED FOR THE BONDS, WILL SEND ANY NOTICE OF REDEMPTION OR OTHER NOTICES TO OWNERS ONLY TO DTC. ANY FAILURE OF DTC TO ADVISE ANY DTC PARTICIPANT, OR OF ANY DTC PARTICIPANT TO NOTIFY ANY BENEFICIAL OWNER, OF ANY NOTICE AND ITS CONTENT OR EFFECT WILL NOT AFFECT THE VALIDITY OF SUFFICIENCY OF THE PROCEEDINGS RELATING TO THE REDEMPTION OF THE BONDS CALLED FOR REDEMPTION OR OF ANY OTHER ACTION PREMISED ON SUCH NOTICE. F-2 DOC SOC/1615 3 61 v5/02227 3-0006 Jones Hall,A Professional Law Corporation 4-15-13 5-20-13 BOND PURCHASE AGREEMENT IMPROVEMENT AREA A OF THE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1 (MCDONNELL CENTRE BUSINESS PARK) 2013 SPECIAL TAX REFUNDING BONDS , 2013 City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) c/o City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Ladies and Gentlemen: Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (this "Purchase Contract") with City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) (the "Issuer"), which, upon your acceptance of this offer, will be binding upon the Issuer and the Underwriter. Capitalized terms used in this Purchase Contract and not otherwise defined herein have the meanings given to such terms in the Bond Indenture described below. This offer is made subject to the acceptance by the Issuer of this Purchase Contract on or before 5:00 p.m. on the date set forth above. 1. Upon the terms and conditions and in reliance upon the respective representations, warranties and covenants herein, the Underwriter hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell to the Underwriter, all (but not less than all) of the above-captioned bonds (the "Bonds") at a purchase price (the "Purchase Price") of $ (equal to the par amount of the Bonds ($ ) less a net original issue discount of$ , less an Underwriter's discount of The Bonds will be issued by the Issuer under the authority of the Mello-Roos Community Facilities Act of 1982 (constituting Section 53311 et seq. of the California Government Code) (the "Act"), the provisions of Chapter 3.56 (commencing with Section 3.56.010) of the Municipal Code of the City of Huntington Beach (the "Municipal Code"), and Resolution No. (the "Bond Resolution") adopted on , 2013 by the City Council (the "City Council") of the City of Huntington Beach (the"City"), acting as the legislative body of the Issuer. The special taxes that will provide a source of payment for the Bonds (the "Special Taxes") are being levied in Improvement Area A of the Issuer pursuant to (i) Resolution No. 2002-38, adopted by the City Council on June 3, 2002 (the "Resolution of Formation"), which established the Issuer and authorized the levy of a special tax within the Issuer (ii) a two-thirds vote of the qualified electors at an election held in the boundaries of the Issuer on June 3 2002, and (iii) Ordinance No. enacted by the City Council on , 2003 (the "Ordinance"), pursuant to which the Special Taxes were levied on the taxable property in the boundaries of the Issuer. Together, the Bond Resolution, the Resolution of Formation and the Ordinance are referred to as the"Resolutions and the Ordinance" in this Purchase Contract. The Bonds will be issued pursuant to the terms of a Bond Indenture, dated as of 1, 2013 (the "Bond Indenture"), by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the"Trustee"). The proceeds of the sale of the Bonds will be applied in accordance with the Bond Indenture to (i) refund in full the Improvement Area of the City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) Special Tax Bonds, Series 2002-A (the "Prior Bonds"); (ii) fund a debt service reserve fund for the Bonds; and (iii) pay costs of issuing the Bonds. The refunding of the Prior Bonds will be accomplished as described in an Escrow Agreement, dated as of 1, 2013 (the "Escrow Agreement"), by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as escrow bank(the"Escrow Bank"). 2. The Bonds will mature on the dates and in the principal amounts, and will bear interest at the rates, as set forth in Exhibit B hereto. The Underwriter agrees to make a bona fide public offering of all of the Bonds at the offering prices set forth on Exhibit B hereto. The Bonds will be subject to redemption as set forth on Exhibit B. 3. The Issuer agrees to deliver to the Underwriter as many copies of the Official Statement dated the date hereof relating to the Bonds (as supplemented and amended from time to time, the "Final Official Statement") as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (the "Rule"). The Issuer agrees to deliver such Final Official Statements within seven (7) business days after the execution hereof, or such earlier date identified by the Underwriter to be necessary to allow the Underwriter to meet its obligations under the Rule and Rule G-32 of the Municipal Securities Rulemaking Board ("MSRB"). The Underwriter agrees to file the Final Official Statement with the MSRB on or as soon as practicable after the Closing Date (defined below). The Underwriter agrees to deliver a copy of the Final Official Statement to each of its customers purchasing Bonds no later than the settlement date of the transaction. The Issuer has authorized and approved the Preliminary Official Statement dated 2013 relating to the Bonds (the "Preliminary Official Statement") and the Final Official Statement and consents to their distribution and use by the Underwriter in connection with the offer and sale of the Bonds. The Issuer deems such Preliminary Official Statement final as of its date for purposes of the Rule, except for information allowed by the Rule to be omitted, and has executed a certificate to that effect in the form of Exhibit C. In connection with issuance of the Bonds, and in order to assist the Underwriter in complying with the Rule, the Issuer will execute a Continuing Disclosure Agreement dated as of 2 1, 2013 (the "Continuing Disclosure Agreement'), by and between the Issuer and Wilidan Financial Services, as dissemination agent (the "Dissemination Agent"). The form of the Continuing Disclosure Agreement is attached as Appendix E to the Final Official Statement. 4. The Issuer represents and warrants to the Underwriter that: (a) The Issuer is a community facilities district duly organized and validly existing under the laws of the State of California (the "State"), including the Act and the Municipal Code. The Issuer has the full legal right, power and authority, among other things, (i) upon satisfaction of the conditions in this Purchase Contract and the Bond Indenture, to issue the Bonds for the purpose specified in Section 1 hereof, (ii) to secure the Bonds in the manner contemplated in the Bond Indenture and (iii) to levy the Special Taxes according to the rate and method of apportionment of special taxes for the Issuer (the "Rate and Method"). (b) The City Council has the full legal right, power and authority to adopt the Resolutions and the Ordinance, and the Issuer has the full legal right, power and authority (i) to enter into this Purchase Contract, the Bond Indenture, the Escrow Agreement and the Continuing Disclosure Agreement (such documents are collectively referred to herein as the"Issuer Documents"), (ii) to issue, sell and deliver the Bonds to the Underwriter as provided herein, and (iii) to carry out and consummate all other transactions on its part contemplated by each of the Issuer Documents and the Resolutions and the Ordinance, and the Issuer and the City Council have complied with all provisions of applicable law, including the Act and the Municipal Code, in all matters relating to such transactions. (c) The Issuer has duly authorized (i) the execution and delivery by the Issuer and the execution, delivery and due performance by the Issuer of its obligations under the Issuer Documents, (ii) the distribution and use of the Preliminary Official Statement and execution, delivery and distribution of the Final Official Statement, and (iii) the taking of any and all such action as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions on its part contemplated by such instruments. All consents or approvals necessary to be obtained by the Issuer in connection with the foregoing have been received, and the consents or approvals so received are still in full force and effect. (d) The Resolutions and the Ordinance have been duly adopted by the City Council, acting as legislative body of the Issuer, and are in full force and effect; and the Issuer Documents, when executed and delivered by the Issuer and the other party thereto, will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally. (e) When delivered to the Underwriter, the Bonds will have been duly authorized by the City Council, acting as legislative body of the Issuer, and duly executed, issued and delivered by the Issuer and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their respective terms, except as enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally, and will be entitled to the benefit and security of the Bond Indenture. 3 (f) The information relating to the Issuer contained in the Preliminary Official Statement is, and as of the Closing Date such information in the Final Official Statement will be, true and correct in all material respects, and neither the Preliminary Official Statement nor the Final Official Statement will as of the Closing Date contain any untrue or misleading statement of a material fact relating to the Issuer or omit to state any material fact relating to the Issuer necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) If, at any time prior to the date twenty-five (25) days following the later of the Closing (as described in Section 6 below) or the date the Underwriter no longer retains, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public, which date, if other than the date of the Closing, shall be provided to the Issuer by written notice of the Underwriter (the "End of the Underwriting Period"), any event of which the Issuer has knowledge shall occur which might or would cause the Final Official Statement to contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer will promptly notify the Underwriter in writing of the circumstances and details of such event. If, as a result of such event or any other event, it is necessary, in the opinion of the Underwriter, the Issuer or their respective counsel, to amend or supplement the Final Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer will forthwith cooperate with the Underwriter in the prompt preparation and furnishing to the Underwriter of a reasonable number of copies of an amendment of or a supplement to the Final Official Statement, in form and substance reasonably satisfactory to the Underwriter, which will so amend or supplement the Final Official Statement so that, as amended or supplemented, it will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (h) None of the adoption of the Resolutions and the Ordinance, the execution and delivery of the Issuer Documents or the Final Official Statement, the consummation of the transactions on the part of the Issuer contemplated herein or therein and the compliance by the Issuer with the provisions hereof or thereof will conflict with, or constitute on the part of the Issuer, a material violation of, or a material breach of or default under, (i) any indenture, mortgage, commitment, note or other agreement or instrument to which the Issuer is a party or by which it is bound, (ii) any provision of the State Constitution, or (iii) any existing law, rule, regulation, ordinance, judgment, order or decree to which the Issuer (or the members of the City Council or any of its officers in their respective capacities as such) is subject, that would have a material adverse affect on the ability of the Issuer to perform its obligations under the Issuer Documents. (i) The Issuer has never been in default at any time, as to principal of or interest on any obligation which it has issued, including those which it has issued as a conduit for another entity, which default may have an adverse effect on the ability of the Issuer to consummate the transactions on its part under the Issuer Documents, except as specifically disclosed in the Final Official Statement; and other than the Bond Indenture, the Issuer has not entered into any contract or arrangement of any kind which might give rise to any lien or encumbrance on the Special Taxes following issuance of the Bonds. 4 (j) Except as is specifically disclosed in the Final Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending with respect to which the Issuer has been served with process or known by the official of the Issuer executing this'Purchase Contract to be threatened, which in any way questions the powers of the City Council or the Issuer referred to in paragraph (b) above, or the validity of any proceeding taken by the City Council in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding could materially adversely affect the transactions on the part of the Issuer contemplated by this Purchase Contract, or of any other Issuer Document, or which, in any way, could adversely affect the validity or enforceability of the Resolutions, the Ordinance, the Bond Indenture, the Escrow Agreement, the Bonds or this Purchase Contract or, to the knowledge of the official of the Issuer executing this Purchase Contract, which in any way questions the exclusion from gross income of the recipients thereof of the interest on the Bonds for federal income tax purposes or in any other way questions the status of the Bonds under State tax laws or regulations. (k) Any certificate signed by an official of the Issuer authorized to execute such certificate and delivered to the Underwriter in connection with the transactions contemplated by the Issuer Documents shall be deemed a representation and warranty by the Issuer to the Underwriter as to the truth of the statements therein contained. (1) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon. (m) The Bonds will be paid from Special Taxes received by the Issuer and moneys held in certain funds and accounts established under the Bond Indenture and pledged thereunder to the payment of the Bonds. (n) The Special Taxes may lawfully be levied in accordance with the Rate and Method, and the Ordinance, and, when levied, will be secured by a lien on the property on which they are levied. (o) The Bond Indenture creates a valid pledge of and first lien upon the Special Taxes deposited thereunder, and the moneys in certain funds and accounts established pursuant to the Bond Indenture, subject in all cases to the provisions of the Bond Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein. (p) Except as disclosed in the Preliminary Official Statement and the Final Official Statement, the Issuer has not failed in any material respect to comply with any undertaking of the Issuer under the Rule in the previous five years. (q) The Issuer acknowledges and agrees that: (i) the purchase and sale of the Bonds pursuant to this Purchase Contract is an arm's length, commercial transaction between the Issuer and the Underwriter, (ii) in connection with such transaction, the Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the Issuer; (iii) the Underwriter has not assumed any advisory or fiduciary responsibility to the Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto 5 (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Issuer on other matters) or any other obligation to the Issuer except the obligations expressly set forth in this Purchase Contract and (iv) the Issuer has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated herein. 5. The Issuer covenants with the Underwriter that the Issuer will cooperate with the Underwriter (at the cost and written directions of the Underwriter), in qualifying the Bonds for offer and sale under the securities or Blue Sky laws of such jurisdictions of the United States as the Underwriter may reasonably request; provided, however, that the Issuer shall not be required to consent to suit or to service of process, or to qualify to do business, in any jurisdiction. The Issuer consents to the use by the Underwriter of the Issuer Documents, the Preliminary Official Statement and the Final Official Statement in the course of its compliance with the securities or Blue Sky laws of the various jurisdictions related to the offering and sale of the Bonds. 6. At 9:00 a.m. on 2013 (the "Closing Date") or at such other time and/or date as shall have been mutually agreed upon by the Issuer and the Underwriter, the Issuer will deliver or cause to be delivered to the Underwriter the Bonds in definitive form duly executed and authenticated by the Fiscal Agent together with the other documents mentioned in Section 8 hereof; and the Underwriter will accept such delivery and pay the Purchase Price of the Bonds by delivering to the Fiscal Agent for the account of the Issuer a check payable in federal funds or making a wire transfer in federal funds payable to the order of the Fiscal Agent. The activities relating to the final execution and delivery of the Bonds and the Bond Indenture and the payment therefor and the delivery of the certificates, opinions and other instruments as described in Section 8 of this Purchase Contract shall occur at the offices of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California ("Bond Counsel"). The payment for the Bonds and simultaneous delivery of the Bonds to the Underwriter is herein referred to as the "Closing." The Bonds will be delivered as fully registered, book-entry only Bonds initially in denominations equal to the principal amount of each maturity thereof. The Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, and will be made available for checking by the Underwriter at such place as the Underwriter and the Fiscal Agent shall agree not less than 24 hours prior to the Closing. 7. The Underwriter shall have the right to cancel its obligations to purchase the Bonds if between the date hereof and the date of Closing: (a) the House of Representatives or the Senate of the Congress of the United States, or a committee of either, shall have pending before it, or shall have passed or recommended favorably, legislation introduced previous to the date hereof, which legislation, if enacted in its form as introduced or as amended, would have the purpose or effect of imposing federal income taxation upon revenues or other income of the general character to be derived by the Issuer or by any similar body under the Bond Indenture or upon interest received on obligations of the general character of the Bonds, or of causing interest on obligations of the general character of the Bonds, to be includable in gross income for purposes of federal income taxation, and such legislation, in the Underwriter's opinion, materially adversely affects the market price of the Bonds; or 6 (b) a tentative decision with respect to legislation shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported or re-reported by such a committee or be introduced, by amendment or otherwise, in or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the President of the United States, or be enacted or a decision by a federal court of the United States or the United States Tax Court shall have been rendered, or a ruling, release, order, circular, regulation or official statement by or on behalf of the United States Treasury Department, the Internal Revenue Service or other governmental agency shall have been made or proposed to be made having the purpose or effect, or any other action or event shall have occurred which has the purpose or effect, directly or indirectly, of adversely affecting the federal income tax consequences of owning the Bonds, including causing interest on the Bonds to be included in gross income for purposes of federal income taxation, or imposing federal income taxation upon revenues or other income of the general character to be derived by the Issuer under the Bond Indenture or upon interest received on obligations of the general character of the Bonds, or the Bonds and also including adversely affecting the tax-exempt status of the Issuer under the Code, which, in the opinion of the Underwriter, materially adversely affects the market price of or market for the Bonds; or (c) legislation shall have been enacted, or actively considered for enactment with an effective date prior to the Closing, or a decision by a court of the United States shall have been rendered, the effect of which is that the Bonds, including any underlying obligations, or the Bond Indenture, as the case may be, is not exempt from the registration, qualification or other requirements of the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; or (d) a stop order, ruling, regulation or official statement by the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall have been issued or made or any other event occurs, the effect of which is that the issuance, offering or sale of the Bonds, including any underlying obligations, or the execution and delivery of the Bond Indenture as contemplated hereby or by the Final Official Statement, is or would be in violation of any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; or (e) any event shall have occurred or any information shall have become known to the Underwriter which causes the Underwriter to reasonably believe that the Final Official Statement includes an untrue statement of a material fact, or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Issuer fails to amend or supplement such Final Official Statement to cure such omission or misstatement pursuant to Section 4(g); or (f) there shall have occurred any outbreak of hostilities or any national or international calamity or crisis, including a financial crisis, the effect of which on the financial markets of the United States is such as, in the reasonable judgment of the 7 Underwriter, would materially adversely affect the market for or market price of the Bonds; or (g) there shall be in force a general suspension of trading on the New York Stock Exchange, the effect of which on the financial markets of the United States is such as, in the reasonable judgment of the Underwriter, would materially adversely affect the market for or market price of the Bonds; or (h) a general banking moratorium shall have been declared by federal, New York or State authorities; or (i) any proceeding shall be pending or threatened by the Securities and Exchange Commission against the Issuer; or 0) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange which adversely affects the Underwriter's ability to sell the Bonds; or (k) the New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; or (1) an amendment to the federal or State constitution shall be enacted or action taken by any federal or State court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the Issuer, its property, income or securities (or interest thereon), the validity or enforceability of the Special Tax or the ability of the Issuer to issue the Bonds and levy the Special Tax as contemplated by the Bond Indenture, the Rate and Method and the Final Official Statement; or (m) any rating on the Bonds shall have been downgraded or withdrawn by a national rating service, which, in the Underwriter's reasonable opinion, materially adversely affects the marketability of the Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Bonds. 8. The obligation of the Underwriter to purchase the Bonds shall be subject (a) to the performance by the Issuer of its obligations to be performed by it hereunder at and prior to the Closing, (b) to the accuracy as of the date hereof and as of the time of the Closing of the representations and warranties of the Issuer herein, and (c) to the following conditions, including the delivery by the Issuer of such documents as are enumerated herein in form and substance satisfactory to the Underwriter: (a) At the time of Closing, (i) the Final Official Statement, this Purchase Contract, the Continuing Disclosure Agreement, the Escrow Agreement and the Bond Indenture shall be in full force and effect and shall not have been amended, modified or supplemented except as may have been agreed to by the Underwriter, and (ii) the Issuer shall have duly adopted and there shall be in full force and effect such resolutions and ordinances (including, but not limited to, the Resolutions and the Ordinance) as, in the 8 opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby. (b) Receipt of the Bonds, executed by the Issuer and authenticated by the Fiscal Agent, at or prior to the Closing. The terms of the Bonds, when delivered, shall in all instances be as described in Final Official Statement. (c) At or prior to the Closing, the Underwriter shall receive the following documents in such number of counterparts as shall be mutually agreeable to the Underwriter and the Issuer: (i) A final approving opinion of Bond Counsel dated the date of Closing in the form attached to the Final Official Statement as Appendix B. (ii) A letter or letters of Bond Counsel addressed to the Underwriter, which includes a statement to the effect that Bond Counsel's final approving opinion may be relied upon by the Underwriter to the same extent as if such opinion were addressed to the Underwriter, and further provides: (A) the statements contained in the Official Statement on the cover page and under the captions "INTRODUCTION," "THE BONDS" (other than information relating to DTC and its book-entry only system, as to which no opinion need be expressed), "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS," and "TAX EXEMPTION," and in Appendices B and D thereto, are accurate insofar as such statements expressly summarize certain provisions of the Bonds, the Bond Indenture and Bond Counsel's opinion concerning certain federal tax matters relating to the Bonds; (B) this Purchase Contract constitutes the legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought; and (C) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Bond Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended. (iii) A letter of Stradling Yocca Carlson & Rauth, a Professional Corporation ("Disclosure Counsel"), addressed to the Issuer and the Underwriter, to the effect that: (A) during the course of serving as Disclosure Counsel in connection with the issuance of the Bonds and without having undertaken to determine independently or assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Final Official Statement, no information came to the attention of the attorneys in such firm rendering legal services in connection with the 9 issuance of the Bonds that would lead them to believe that the Final Official Statement (excluding therefrom the financial statements, any financial or statistical data, or forecasts, charts, numbers, estimates, projections, assumptions or expressions of opinion included in the Official Statement, information regarding DTC, and the appendices to the Official Statement, as to which no opinion need be expressed), as of the date thereof or the Closing Date, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (B) the Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended. (iv) A letter of Jones Hall, A Professional Law Corporation ("Underwriter's Counsel'), addressed to the Underwriter, in form and substance acceptable to the Underwriter. (v) The Final Official Statement executed on behalf of the Issuer by a duly authorized officer of the Issuer. (vi) Certified copies of the Resolutions and the Ordinance. (vii) Evidence of recordation in the real property records of the County of Orange of the Notice of Special Tax Lien in the form required by the Act. (viii) A certificate, in form and substance as set forth in Exhibit A hereto, of the Issuer, dated as of the Closing Date. (ix) Evidence that Federal Form 8038 has been executed by the Issuer and will be filed with the Internal Revenue Service. (x) Executed copies of the Bond Indenture, the Escrow Agreement and the Continuing Disclosure Agreement. (xi) A tax certificate in form satisfactory to Bond Counsel. (xii) An opinion, dated the Closing Date and addressed to the Underwriter and the Trustee, of the City Attorney, to the effect that: (A) the Issuer is duly organized and validly existing as a community facilities district under and by virtue of the Constitution and laws of the State, with full legal right, power and authority to adopt the Resolutions and the Ordinance; (B) the Resolutions and the Ordinance were each duly adopted at a meeting of the City Council, acting as legislative body of the Issuer, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Resolutions and the Ordinance are in full force and effect and have not been amended or repealed, except as set forth therein; 10 (C) the Escrow Agreement and the Continuing Disclosure Agreement were duly authorized, executed and delivered by the Issuer, and constitute the legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought. (D) no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending with respect to which the Issuer has been served with process or to the knowledge of the City Attorney, is threatened, in any way affecting the existence of the Issuer or the titles of the Issuer's officials to their respective offices, or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds or the application of the proceeds thereof in accordance with the Bond Indenture, or the collection or application of the Special Taxes to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Issuer Documents or any action of the Issuer contemplated by any of said documents, or in any way contesting the completeness or accuracy of the Final Official Statement or the powers of the Issuer or its authority with respect to the Bonds, the Issuer Documents or any action on the part of the Issuer contemplated by any of said documents, wherein an unfavorable decision, ruling, or finding could materially adversely affect the validity or enforceability of the Bonds or the Issuer Documents; (E) the execution and delivery of the Bonds and the Issuer Documents, and compliance with the provisions of each, will not conflict with or constitute a breach of or default under any loan agreement, note, ordinance, resolution, indenture, contract, agreement or other instrument of which the Issuer is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the ability of the Issuer to perform its obligations under the Bonds or the Issuer Documents; (F) all approvals, consents, authorization, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the ability of the Issuer, to perform its obligations under the Bonds or the Issuer Documents, have been obtained or made, as the case may be, and are in full force and effect; and (G) based upon the information made available to the City Attorney in the course of its participation in the transaction and without having undertaken to determine independently or assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Final Official Statement, nothing has come to the attention of the City Attorney which has led the City Attorney to believe that the Final Official Statement (excluding therefrom the financial and statistical data included 11 in the Final Official Statement, as to which no opinion need be expressed) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect. (xiii) In connection with printing and distribution of the Preliminary Official Statement, an executed certificate of the Issuer in the form attached hereto as Exhibit C. (xiv) A certificate in form and substance as set forth in Exhibit D hereto of the Fiscal Agent/Escrow Bank and an opinion of its counsel in form and substance satisfactory to the Underwriter. (xv) A certificate in form and substance as set forth in Exhibit E hereto, of Willdan Financial Services, in its capacity as special tax consultant ("Special Tax Consultant"), dated as of the Closing Date. (xvi) A certificate in form and substance as set forth in Exhibit F hereto, of Willdan Financial Services, in its capacity as Dissemination Agent, dated as of the Closing Date. (xvii) A defeasance opinion of Bond Counsel with respect to the Prior Bonds. (xviii) Certificates of Willdan Financial Services and Harrell & Company Advisors, LLC, in substantially the form of Exhibit G, to the collective effect that, except as set forth in the Preliminary Official Statement and the Final Official Statement, the Issuer, the City, the Huntington Beach Public Financing Authority, other community facilities districts established by the City and any other related entities have not failed to comply in all material respects with any continuing disclosure undertakings during the past five years. (xix) A Certificate of Representations and Warranties of the City, dated as of the date of this Purchase Contract (the "City Pricing Certificate"), in substantially the form of Exhibit H, with only such changes therein as shall have been accepted by the Underwriter on or prior to the date of this Purchase Contract. (xx) A certificate dated the Closing Date and signed by the City Manager of the City certifying that the representations and warranties of the City contained in the City Pricing Certificate are true and correct in all material respects on and as of the Closing Date, with the same effect as if made on the Closing Date, except that all references therein to the Preliminary Official Statement shall be deemed to be references to the Official Statement. (xxi) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter or Bond Counsel may reasonably request to evidence compliance by the Issuer with legal requirements, the truth and accuracy, as of the time of Closing, of the respective representations of the Issuer herein contained and the due performance or 12 satisfaction by the Issuer at or prior to such time of all agreements then to be performed and all conditions then to be satisfied. If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Purchase Contract, or if the obligations of the Underwriter to purchase and accept delivery of the Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter nor the Issuer shall be under further obligation hereunder; except that the respective obligations to pay expenses, as provided in Section 11 hereof shall continue in full force and effect. 9. The obligations of the Issuer to issue and deliver the Bonds on the Closing Date shall be subject, at the option of the Issuer, to the performance by the Underwriter of its obligations to be performed hereunder at or prior to the Closing Date, and to the delivery by Bond Counsel of the opinion described in Section 8(c)(i) and by Disclosure Counsel of the letter described in Section 8(iii). 10. All representations, warranties and agreements of the Issuer hereunder shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Underwriter, and shall survive the Closing. 11. The Issuer shall pay or cause to be paid all expenses incident to the performance of its obligations under this Purchase Contract, including, but not limited to, delivery of the Bonds, costs of printing the Bonds, the Preliminary Official Statement and the Final Official Statement, any amendment or supplement to the Preliminary Official Statement or Final Official Statement and this Purchase Contract, fees and disbursements of Bond Counsel and Disclosure Counsel, the financial advisor and other consultants engaged by the Issuer, including the fees and expenses of the Special Tax Consultant, the California Debt Investment and Advisory Commission fee, fees of the Fiscal Agent and the Escrow Bank, and fees and disbursements in connection with the qualification of the Bonds for sale under the securities or "Blue Sky" laws of the various jurisdictions and the preparation of"Blue Sky" memoranda. The Underwriter shall pay all advertising expenses in connection with the public offering of the Bonds, and all other expenses incurred by it in connection with its public offering and distribution of the Bonds, including fees and expenses of its counsel, if any. 12. Any notice or other communication to be given to the Issuer under this Purchase Contract may be given by delivering the same in writing at its address set forth above, and any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to the following: Stifel, Nicolaus & Company, Incorporated, One Ferry Building, San Francisco, CA 94111, Attention: Sara Brown. 13. This Purchase Contract is made solely for the benefit of the Issuer and the Underwriter (including the successors or assigns of the Underwriter) and no other person, including any purchaser of the Bonds, shall acquire or have any right hereunder or by virtue hereof. 14. This Purchase Contract shall be governed by and construed in accordance with the laws of the State applicable to contracts made and performed in the State. 13 15. This Purchase Contract shall become effective upon acceptance hereof by the Issuer. STIFEL, NICOLAUS & COMPANY, INCORPORATED By: Authorized Representative Accepted and agreed to as of the date first above written and the time set forth below: CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1 (McDonnell Centre Business Park) By: Authorized Representative Time: 14 EXHIBIT A IMPROVEMENT AREA A OF THE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1 (MCDONNELL CENTRE BUSINESS PARK) 2013 SPECIAL TAX REFUNDING BONDS ISSUER CLOSING CERTIFICATE I, the undersigned, hereby certify that I am the of the City of Huntington Beach, the City Council of which is the legislative body for City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) (the "Issuer"), a community facilities district duly organized and existing under the laws of the State of California (the "State") and that as such, I am authorized to execute this Certificate on behalf of the Issuer in connection with the issuance of the above-referenced bonds (the"Bonds"). I hereby further certify on behalf of the Issuer that: (A) no litigation is pending with respect to which the Issuer has been served with process or, to my best knowledge after reasonable inquiry, threatened (1) to restrain or enjoin the issuance of any of the Bonds or the collection of Special Taxes pledged under the Bond Indenture; (2) in any way contesting or affecting the authority for the issuance of the Bonds or the validity or enforceability of the Bonds, the Bond Indenture, the Escrow Agreement, the Continuing Disclosure Agreement or the Purchase Contract; or (3) in any way contesting the existence or powers of the Issuer; (B) the representations and warranties made by the Issuer in the Issuer Documents are true and correct in all material respects on the Closing Date, with the same effect as if made on the Closing Date; (C) no event has occurred since the date of the Final Official Statement that, as of the Closing Date, would cause any statement or information contained in the Final Official Statement to be incorrect or incomplete in any material respect or would cause the information in the Final Official Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make such statements therein, in the light of the circumstances under which they were made, not misleading; and (D) as of the date hereof, the Bond Indenture is in full force and effect in accordance with its terms and has not been amended, modified or supplemented except in such case as may have been agreed to by the Underwriter; and (E) the Issuer has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under the Issuer Documents prior to issuance of the Bonds. Capitalized terms used in this Certificate and not defined herein shall have the same meaning set forth in the Bond Purchase Agreement dated 2013, between the Issuer and Stifel, Nicolaus & Company, Incorporated A-1 IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date set forth below. Dated: [Closing Date] CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1 (MCDONNELL CENTRE BUSINESS PARK) By: Authorized Representative A-2 EXHIBIT B IMPROVEMENT AREA A OF THE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1 (MCDONNELL CENTRE BUSINESS PARK) 2013 SPECIAL TAX REFUNDING BONDS Serial Bonds Maturity Principal Interest Date Amount Rate Yield Price Term Bond Redemption Provisions [to come] B-1 EXHIBIT C IMPROVEMENT AREA A OF THE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1 (MCDONNELL CENTRE BUSINESS PARK) 2013 SPECIAL TAX REFUNDING BONDS RULE 15C2-12 CERTIFICATE The undersigned hereby certifies and represents that she is the duly elected and acting of the City of Huntington Beach (the "Issuer"), the City Council of which is the legislative body of the City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) (the "Issuer"), and is duly authorized to execute and deliver this Certificate and further hereby certifies on behalf of the Issuer as follows: (1) This Certificate is delivered in connection with the offering and sale of the above-referenced bonds (the"Bonds") in order to enable the underwriter of the Bonds to comply with Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (the "Rule"). (2) In connection with the offering and sale of the Bonds, there has been prepared a Preliminary Official Statement, setting forth information concerning the Bonds and the Issuer (the"Preliminary Official Statement"). (3) As used herein, "Permitted Omissions" shall mean the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters, all with respect to the Bonds. (4) The Preliminary Official Statement is, except for the Permitted Omissions, deemed final within the meaning of the Rule. IN WITNESS WHEREOF, I have hereunto set my hand as of 2013. CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1 (MCDONNELL CENTRE BUSINESS PARK) By: Authorized Representative C-1 EXHIBIT D IMPROVEMENT AREA A OF THE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1 (MCDONNELL CENTRE BUSINESS PARK) 2013 SPECIAL TAX REFUNDING BONDS CERTIFICATE OF TRUSTEE/ESCROW BANK The undersigned hereby states and certifies that the undersigned is an authorized officer of The Bank of New York Mellon Trust Company, N.A., (the "Bank"), which is acting (A) as trustee (the "Trustee") under that certain Bond Indenture, dated as of 1, 2013 (the "Bond Indenture"), by and between the City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) (the "Issuer") and the Bank, and (B) as escrow bank (the "Escrow Bank") under the Escrow Agreement, dated as of 1, 2013 (the "Escrow Agreement"), between the Issuer and the Bank, and as such, is familiar with the following facts and is authorized and qualified to certify the following facts on behalf of the Bank: (1) The Bank is duly organized and existing as a national banking association under the laws of the United States of America, having the full power and authority to enter into and perform its duties under the Bond Indenture and the Escrow Agreement. (2) The Bond Indenture and the Escrow Agreement have been duly authorized, executed and delivered by the Bank, and are legal, valid and binding agreements of the Bank enforceable upon the Bank in accordance with their respective terms. (3) The Bonds have been authenticated by a duly authorized representative of the Bank in accordance with the Bond Indenture. (4) To the knowledge of the Bank, there is no action, suit, proceeding or investigation, at law or in equity, before or by any court or governmental agency, public board or body pending against the Bank or threatened against the Bank which in the reasonable judgment of the Bank would affect the existence of the Bank or in any way contesting or affecting the validity or enforceability of the Bond Indenture or the Escrow Agreement against the Bank or contesting the powers of the Bank or its authority to enter into and perform its obligations under the Bond Indenture and the Escrow Agreement. Dated: [closing date] THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. By Authorized Officer D-1 EXHIBIT E IMPROVEMENT AREA A OF THE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1 (MCDONNELL CENTRE BUSINESS PARK) 2013 SPECIAL TAX REFUNDING BONDS CERTIFICATE OF SPECIAL TAX CONSULTANT Willdan Financial Services (the "Special Tax Consultant") has been retained as Special Tax administrator for the City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) (the "Issuer") and has reviewed the Rate and Method of Apportionment of Special Tax for the Issuer (the "Rate and Method"), a copy of which is set forth in Appendix A to the Official Statement, dated 2013 (the "Official Statement") relating to the above-captioned bonds (the "Bonds"). Based upon such review, the Special Tax Consultant hereby certifies that the Special Tax, if collected in Improvement Area A in the maximum amounts permitted pursuant to the Rate and Method on the date hereof, would generate % debt service coverage on the Bonds, provided that the annual debt service figures on the attached debt service schedule, which were relied upon by Special Tax Consultant, are substantially true and correct. Although the Special Tax if collected in the maximum amounts pursuant to the Rate and Method, would generate the debt service coverage described in the previous paragraph, no representation is made herein as to actual amounts that will be collected in future years. All information with respect to the Rate and Method in the Official Statement and all other information sourced to the Special Tax Consultant is true and correct as of the date of the Official Statement and as of the date hereof, and a true and correct copy of the Rate and Method is attached to the Official Statement as Appendix A. Dated: , 2013 WILLDAN FINANCIAL SERVICES By: Authorized Officer E-1 EXHIBIT F IMPROVEMENT AREA A OF THE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1 (MCDONNELL CENTRE BUSINESS PARK) 2013 SPECIAL TAX REFUNDING BONDS CERTIFICATE OF DISSEMINATION AGENT The undersigned hereby states and certifies that the undersigned is an authorized officer of Willdan Financial Services, as dissemination agent (the "Dissemination Agent") pursuant to a Continuing Disclosure Agreement dated as of 1, 2013 (the "Continuing Disclosure Agreement"), by and between the Issuer and the Dissemination Agent, and as such, is familiar with the following facts and is authorized and qualified to certify the following facts on behalf of the Dissemination Agent: (1) The Dissemination Agent has the full power and authority to enter into and perform its duties under the Continuing Disclosure Agreement. (2) The Continuing Disclosure Agreement has been duly authorized, executed and delivered by the Dissemination Agent, and is a legal, valid and binding agreement of the Dissemination Agent enforceable upon the Dissemination Agent in accordance with its terms. (3) To the best knowledge of the Dissemination Agent, after due inquiry, there is no action, suit, proceeding or investigation, at law or in equity, before or by any court or governmental agency, public board or body pending against the Dissemination Agent or threatened against the Dissemination Agent which in the reasonable judgment of the Dissemination Agent would affect the existence of the Dissemination Agent or in any way contesting or affecting the validity or enforceability of the Continuing Disclosure Agreement or contesting the powers of the Dissemination Agent or its authority to enter into and perform its obligations under the Continuing Disclosure Agreement. Dated: [closing date] WILLDAN FINANCIAL SERVICES By Authorized Officer F-1 EXHIBIT G IMPROVEMENT AREA A OF THE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1 (MCDONNELL CENTRE BUSINESS PARK) 2013 SPECIAL TAX REFUNDING BONDS CERTIFICATE REGARDING CONTINUING DISCLOSURE The undersigned hereby states and certifies that: (i) I am an authorized representative of which acts as dissemination agent (the "Dissemination Agent") in connection with the continuing disclosure undertakings (the "Previous Undertakings") of the issuer (the "Issuer") of the bonds listed on Schedule 1 (the "Listed Bonds") pursuant to Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (the "Rule"), and as such, I am familiar with the facts herein certified and am authorized and qualified to certify the same; and (ii) in our capacity as Dissemination Agent, we have reviewed the Previous Undertakings, and all annual filings and other event filings (if any) made pursuant thereto, and conclude that in the previous five years, [Option #1: the Issuer has filed each annual report in a complete and timely manner, and all event filings required to be made pursuant to the Rule have also been made in a timely manner pursuant to the Rule] [Option #2: the information in the Official Statement under the heading "CONTINUING DISCLOSURE" is accurate with respect to the Issuer's filing history for the previous five years]. Dated: [NAME OF CERTIFYING PARTY] By: Authorized Officer G-1 Schedule 1 Issuer Name of Bonds G-2 EXHIBIT H IMPROVEMENT AREA A OF THE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 2002-1 (MCDONNELL CENTRE BUSINESS PARK) 2013 SPECIAL TAX REFUNDING BONDS CERTIFICATE OF REPRESENTATIONS AND WARRANTIES OF THE CITY , 2013 To: Stifel, Nicolaus & Company, Incorporated One Ferry Building San Francisco, CA 94111 Ladies and Gentlemen: We are delivering to you this certificate in connection with the issuance and sale of the captioned bonds (the "Bonds") and pursuant to the Bond Purchase Agreement, dated the date hereof (the "Purchase Agreement"), by and between you and City of Huntington Beach Community Facilities District No. 2002-1 (McDonnell Centre Business Park) (the "Issuer"). All capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement. The undersigned, in his capacity as an officer of the City of Huntington Beach (the "City") and not in his individual capacity, on behalf of the City, represents and warrants to you that: (1) The City is duly organized and validly existing as a municipal corporation and charter city under the Constitution and laws of the State of California and the City Council has duly and validly adopted each of the Resolutions and Ordinance and authorized the formation of the Issuer pursuant to the Act. (2) The information contained in the Preliminary Official Statement (other than information provided by Willdan Financial Services, the County of Orange and information relating to The Depository Trust Company and its book-entry only system, as to which no view is expressed) is, as of the date thereof and as of the date hereof, true and correct in all material respects and does not, as of the date thereof and as of the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. H-1 (3) Except as is specifically disclosed in the Preliminary Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending with respect to which the City has been served with process or is known to have been threatened, which in any way questions the powers of the City Council to adopt the Resolutions and the Ordinance, or the validity of any proceeding taken by the City Council in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding could materially adversely affect the transactions contemplated by the Purchase Contract, or of any other Issuer Document, or which, in any way, could adversely affect the validity or enforceability of the Resolutions, the Ordinance, the Bond Indenture, the Escrow Agreement, the Bonds or the Purchase Contract. (4) Any certificate signed by an official of the City authorized to execute such certificate and delivered to the Underwriter in connection with the transactions contemplated by the Issuer Documents shall be deemed a representation and warranty by the City to the Underwriter as to the truth of the statements therein contained. (5) Except as disclosed in the Preliminary Official Statement, the City has not failed in any material respect to comply with any undertaking of the Issuer under the Rule in the previous five years. CITY OF HUNTINGTON BEACH By: Authorized Representative H-2 Res. No. 2013-20 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, JOAN L. FLYNN the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a Regular meeting thereof held on June 3, 2013 by the following vote: AYES: Sullivan, Hardy, Harper, Carchio, Shaw, Katapodis NOES: None ABSENT: Boardman ABSTAIN: None 9?") 1615�1�- 114-940 City Clerk and ex-officio derk of the City Council of the City of Huntington Beach, California